NANES DELORME PARTNERS I LP 230 Park Avenue, 7th Floor New York, New York, 10169
Exhibit 99.4
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XXXXX
XXXXXXX PARTNERS I LP
000
Xxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx, Xxx Xxxx, 00000
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April
[ ], 2008
[Nominee]
[Address]
Re: VAALCO
Energy, Inc.
Dear
[Nominee]:
This
letter sets forth our mutual agreement with respect to compensation to be paid
to you for your agreement to be named and serve as a nominee of Nanes Delorme
Partners I LP (“Nanes Delorme Partners”), and certain of its affiliates, for
election as a director of VAALCO Energy, Inc. (the “Company”) at the Company’s
2008 annual meeting of stockholders, or any other meeting of stockholders held
in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the “Annual Meeting”).
In
consideration of your agreement to be named and serve as a nominee of Nanes
Delorme Partners for election as a director of the Company at the Annual
Meeting, the undersigned hereby agrees to pay you $25,000 in cash upon Xxxxx
Xxxxxxx Partners submitting a letter to the Company nominating you for election
as a director of the Company (with such payment to be made as soon as reasonably
practicable after you have been nominated). Xxxxx Xxxxxxx Partners
further agrees that solely in the event that it withdraws your nomination prior
to the Annual Meeting, other than as a result of your failing to provide Nanes
Delorme Partners with information which it reasonably requests, then Nanes
Delorme Partners will pay you an additional $25,000 within ten business days
following the date of such withdrawal.
The
validity, interpretation, construction and performance of this letter agreement
shall be governed by the laws of the State of New York, without regard to its
principles of conflict of laws, and by applicable laws of the United
States. The parties hereto consent to the jurisdiction of the New
York State and United States courts located in New York County, New York for the
resolution of any disputes hereunder and agree that venue shall be proper in any
such court notwithstanding any principle of forum non conveniens and that
service of process on the parties hereto in any proceeding in any such court may
be effected in the manner provided herein for the giving of
notices. The parties hereto waive trial by jury in respect of any
such proceeding.
This
letter agreement shall bind and inure to the benefit of you and your heirs,
successors and assigns.
This
letter agreement may be executed in counterparts, each of which shall be deemed
an original, and all of which, taken together, shall constitute one and the same
instrument.
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Very
truly yours,
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By:
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Nanes
Balkany Partners LLC
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General
Partner
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By:
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Name:
Xxxxx Xxxxx
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Title: Managing
Member
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ACCEPTED
AND AGREED:
__________________________________________
[Nominee]
