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EXHIBIT 10.24
ADVISORY DIRECTOR AGREEMENT
This Advisory Director Agreement (the "Agreement") is entered into as of
the 30th day of September, 1996, by and between Titan Exploration, Inc., a
Delaware corporation (the "Corporation"), and Joint Energy Development
Investments Limited Partnership, a Delaware limited partnership ("JEDI").
R E C I T A L S
WHEREAS, as of the date hereof, the Corporation has been formed as a
Delaware corporation and Section 16 of the Corporation's Bylaws provide for the
appointment of persons to act as advisory directors to the Corporation;
WHEREAS, as of the date hereof, the Corporation, JEDI and other parties
have entered into an Exchange Agreement whereby the Corporation has acquired
JEDI's former interest in Titan Resource I, Inc., a Texas corporation (the
"General Partner") and the general partner of Titan Resource, L.P., a Texas
limited partnership;
WHEREAS, pursuant to certain agreements, JEDI had the right to nominate
an advisory director to the board of directors of the General Partners and JEDI
and the Corporation desire for that right to continue with respect to the board
of directors of the Corporation;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and conditions contained herein, the parties hereto agree as
follows:
1. For so long as JEDI owns at least 5% of the issued and
outstanding shares of a class of voting equity securities of the Corporation,
the Corporation agrees to appoint one advisory director designated by an
authorized representative of JEDI, who shall also be entitled to act as an
advisory director to any Executive Committee that may hereafter be authorized
by the Corporation.
2. The Corporation agrees to give JEDI's designee notice of all
meetings of the Board of Directors or of the Executive Committee, if
applicable, to the same extent given to the members thereof.
3. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the principles
of conflict of laws thereof.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.
TITAN EXPLORATION, INC.
By: /s/ XXXX XXXXXXXXX
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Name: Xxxx Xxxxxxxxx
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Title: President
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JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp., its general
partner
By: /s/ XXXXX XXXXXX, XX.
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Name: Xxxxx Xxxxxx, Xx.
Title: Agent and Attorney in Fact
