EX-10.1






AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This Amended and Restated Employment Agreement (“Agreement”) is entered into effective as of
May 29, 2008 (the “Effective Date”), by and between Endeavour International Corporation, a Nevada
corporation (the “Company”), and William L. Transier (“Employee”).



WHEREAS, the Employee and the Company were parties to an employment agreement dated February
26, 2004 (the “Original Agreement”), which was amended on October 9, 2006 (the “Amendment”); and



WHEREAS, the Company and Employee desire to amend and restate the Original Agreement to
incorporate the terms of the Amendment and to comply with Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”);



NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and
agreements contained herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:



1. Effect of Agreement. Effective as of the Effective Date, this Agreement supersedes
and replaces any pre-existing employment agreements between the Company and the Employee, including
the Original Agreement and the Amendment, except as is otherwise referenced herein.



2. Employment. The Company hereby employs Employee, and Employee will hereby continue
his employment by the Company, on the terms and conditions set forth in this Agreement.



3. Term of Employment. Subject to the provisions for earlier termination provided in
this Agreement, the term of this Agreement (the “Term”) shall terminate on May 31, 2011.



4. Employee’s Duties. During the Term, Employee shall serve as Chairman, Chief
Executive Officer and President, with such duties and responsibilities as may from time to time be
assigned to him by the board of directors of the Company (the “Board”), provided that such duties
are consistent with the customary duties of such position. During the Term, Employee shall serve
as a member and Chairman of the Board. Employee agrees to devote all of his business time, skill
and attention to the business and affairs of the Company and to use reasonable best efforts to
perform faithfully and efficiently his duties and responsibilities. Employee shall not, either
directly or indirectly, enter into any business or employment with or for any person, firm,
association or corporation other than the Company during the Term; provided, however, that Employee
shall not be prohibited from making financial investments in any other company or business, or,
with notice to the Board, from serving on the board of directors of any other company if such
service does not materially interfere with the performance of his duties or responsibilities
hereunder. Employee shall at all times observe and comply with all lawful directions and
instructions of the Board.



5. Compensation.




(a) Inducement Stock. As an inducement to Employee to enter into the Original
Agreement, the Company issued 500,000 shares (“Inducement Stock”) of Company restricted
common stock (“Restricted Stock”) to Employee as of February 26, 2004. The Inducement Stock
grants were evidenced by the forms of Inducement Stock Agreement attached as Exhibits “A”
and “B” to the Original Agreement.




(b) Base Compensation. Effective as of September 9, 2006, for services
rendered by Employee under this Agreement, the Company shall pay to Employee a base salary
of $800,000 per annum (“Base Compensation”). The Base Compensation is payable in accordance
with the Company’s customary pay periods and subject to customary withholdings, including
share withholdings as described in Section 15(b) hereof. The amount of Base Compensation
shall be reviewed by the Board on an annual basis as of the close of each fiscal year of the
Company and may be increased as the Board may deem appropriate. In the event the Board (or,
if established, the compensation committee thereof) deems it appropriate to increase
Employee’s annual base salary, said increased amount shall thereafter be the “Base
Compensation.” Employee’s Base Compensation, as increased from time to time, may not
thereafter be decreased unless agreed to by Employee. Nothing contained herein shall
prevent the Board from paying additional compensation to Employee in the form of bonuses or
otherwise during the Term.



6. Bonus. With respect to each full fiscal year during the Term, the Board in its
sole discretion may grant the Employee a discretionary bonus (“Bonus”). The target bonus for each
year shall be equal to the Base Compensation; however, the Board may grant a maximum Bonus of up to
200% of the Base Compensation payable in the form and in accordance with the Company’s customary
pay periods for its annual bonuses for its executives and subject to customary withholdings.



7. Additional Benefits. In addition to the Base Compensation provided for in Section
5 herein, Employee shall be entitled to the following:




(a) Expenses. The Company shall, in accordance with any rules and policies
that it may establish from time to time for executive officers, reimburse Employee for
business expenses reasonably incurred in the performance of his duties. It is understood
that Employee is authorized to incur reasonable business expenses for promoting the business
of the Company, including reasonable expenditures for travel, lodging, meals and client or
business associate entertainment. Request for reimbursement for such expenses must be
accompanied by appropriate documentation.




(b) Vacation. Employee shall be entitled to five (5) weeks of vacation per
year, without any loss of compensation or benefits. Employee shall not be entitled to
compensation for, or to carry forward, any unused vacation time.




(c) General Benefits. Employee shall be entitled to participate in the various
employee benefit plans or programs, if any, provided to the officers of the Company in
general, including but not limited to, health, dental, disability and life insurance plans,
subject to the eligibility requirements with respect to each of such benefit plans or
programs, and such other benefits or perquisites as may be approved by the Board during the
Term. Nothing in this paragraph shall be deemed to prohibit the Company from making any
changes in any of the plans, programs or benefits described in this Section 7, provided the
change similarly affects all executive officers of the Company similarly situated.




(d) Corporate Change. Upon the occurrence of a “Corporate Change” as
hereinafter defined, Employee shall be considered as immediately and totally vested in any
and all Restricted Stock, stock options or other similar awards previously made to Employee
by the Company or its subsidiaries under a “Long Term Incentive Plan” or other grant duly
adopted by the Board or the Compensation Committee thereof (such Restricted Stock, options
or similar awards are hereinafter collectively referred to as “Options”). For purposes of
this Agreement, a “Corporate Change” shall occur if (i) the Company (A) shall not be the
surviving entity in any merger, consolidation or other reorganization (or survives only as a
subsidiary of an entity other than a previously wholly-owned subsidiary of the Company) or
(B) is to be dissolved and liquidated, and as a result of or in connection with such
transaction, the persons who were directors of the Company before such transaction shall
cease to constitute a majority of the Board, or (ii) any person or entity, including a
“group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, acquires or gains ownership or control (including, without limitation, power to
vote) of 30% or more of the outstanding shares of the Company’s voting stock (based upon
voting power), and as a result of or in connection with such transaction, the persons who
were directors of the Company before such transaction shall cease to constitute a majority
of the Board, or (iii) the Company sells all or substantially all of the assets of the
Company to any other person or entity (other than a wholly-owned subsidiary of the Company)
in a transaction that requires shareholder approval pursuant to applicable corporate law; or
(iv) during a period of two consecutive calendar years, individuals who at the beginning of
such period constitute the Board, and any new director(s) whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of at least a
majority of the directors then still in office, who either were directors at the beginning
of the two (2) year period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the Board; or (v) any other event
that a majority of the Board, in its sole discretion, shall determine constitutes a
Corporate Change hereunder.



8. Confidential Information. Employee, during the Term, will have access to and
become familiar with confidential information, secrets and proprietary information concerning the
business and affairs of the Company, its controlled subsidiaries and other controlled entities,
including client and customer information, information concerning their products, patent rights and
know-how, and other technical information, business strategies and pricing information, and other
confidential and/or proprietary information (collectively, “Confidential Information”).
Confidential Information shall not include (i) any information that is or becomes generally
available to the public other than as a result of Employee’s improper or unauthorized disclosure of
such information in violation of this Agreement or (ii) was within Employee’s possession prior to
its affiliation with the Company or its controlled subsidiaries or other controlled entities
(including his affiliation with Endeavour International Operating Company, f/k/a NSNV, Inc. prior
to its acquisition by the Company). As to such Confidential Information, Employee agrees as
follows:




(a) During the Term or at any time following the termination of this Agreement,
Employee will not, directly or indirectly, without the prior written consent of the Company
(1) disclose or permit the disclosure of any such Confidential Information, or (2) use,
reproduce or distribute, or make or permit any use, reproduction or distribution of,
directly or indirectly, any such Confidential Information, except for any disclosure, use,
reproduction or distribution that is required in the course of his employment with the
Company, its controlled subsidiaries or other controlled entities.




(b) If, during the Term or at any time following the termination of this Agreement,
Employee is requested or required (by oral question or request for information or documents,
in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar
process) to disclose any Confidential Information, Employee agrees to notify the Company
immediately in writing of the request or requirement so that the Company may seek an
appropriate protection order or waive compliance with the provisions of this Section. If,
in the absence of a protective order or the receipt of a waiver under this Agreement,
Employee is, on the advice of counsel, compelled to disclose any Confidential Information to
any tribunal or else stand liable for contempt, Employee may disclose such Confidential
Information to the tribunal; provided, however, that Employee shall use his commercially
reasonable best efforts to obtain a court order or other assurance that confidential
treatment will be accorded to such Confidential Information.




(c) Upon termination of employment of Employee, for whatever reason, Employee shall
surrender to the Company any and all documents, manuals, correspondence, reports, records
and similar items then or thereafter coming into the possession of Employee which contain
any Confidential Information of the Company or its controlled subsidiaries or other
controlled entities.




(d) Employee recognizes and acknowledges that the obligations of Employee contained in
Section 8 of this Agreement are reasonable and necessary to protect the legitimate business
interests of the Company, and that any breach or violation of any of the provisions of such
Section is likely to result in irreparable injury to the Company for which the Company would
have no adequate remedy at law. Employee agrees that if Employee shall breach or violate
Section 8 of this Agreement, the Company shall be entitled, if it so elects, to institute
and prosecute proceedings at law or in equity, including, but not limited to, a proceeding
seeking injunctive relief, to obtain damages with respect to such breach or violation, to
enforce the specific performance of Section 8 this Agreement by Employee, or to enjoin
Employee from engaging in any activity in violation of Section 8 of this Agreement.
Employee acknowledges that in the event of any such breach or violation, the Company shall
be entitled to preliminary and permanent injunctive relief, without the necessity of proving
actual damages or posting a bond, and to an equitable accounting of all earnings, profits,
and other benefits arising from any such breach or violation, which rights shall be
cumulative and in addition to any other rights or remedies to which the Company may be
entitled. Employee agrees that in the event of any such violation, an action may be
commenced for preliminary or permanent injunctive relief and other equitable relief in any
federal or state court of competent jurisdiction sitting in Harris County, Texas, or in any
other court of competent jurisdiction. Employee waives, to the fullest extent permitted by
law, any objection that Employee may now or hereafter have to such jurisdiction or to the
laying of the venue of any such suit, action, or proceeding brought in such a court and any
claim that such suit, action or proceeding has been brought in an inconvenient forum.
Employee agrees that effective service of process may be made upon Employee under the notice
provisions contained in Section 12 of this Agreement. Employee further agrees that the
existence of any claim or cause of action against the Company, whether predicated upon a
breach or violation by the Company of this Agreement or any other contract or agreement
between Employee and the Company, shall not constitute or be asserted as a defense to the
enforcement by the Company to the provisions of this Section relating to the Company’s right
to injunctive or other equitable relief for Employee’s breach or violation of Section 8 of
this Agreement.



9. Termination. This Agreement may be terminated prior to the end of the Term as set
forth below:




(a) Resignation (other than for Good Reason). Employee may resign, including
by reason of retirement, his position at any time by providing written notice of resignation
to the Company in accordance with Section 12 hereof. In the event of such resignation,
except in the case of resignation for Good Reason (as defined below), this Agreement shall
terminate and Employee shall not be entitled to further compensation pursuant to this
Agreement other than the payment of any unpaid Base Compensation or Bonus accrued hereunder
as of the date of Employee’s resignation.




(b) Death. If Employee’s employment is terminated due to his death, this
Agreement shall terminate and the Company shall have no obligations to Employee or his legal
representatives with respect to this Agreement other than the payment of any unpaid Base
Compensation or Bonus previously accrued hereunder, except that Employee shall be considered
as immediately and totally vested in any and all outstanding option and restricted stock
grants previously granted to Employee by Company or its subsidiaries.




(c) Discharge.




(i) The Company may terminate Employee’s employment only in the event of
Employee’s Misconduct or Disability (both as defined below) upon written notice
thereof delivered to Employee in accordance with Section 9(f) and Section 12 hereof.
In the event that Employee’s employment is terminated during the Term by the
Company for any reason other than his Misconduct or Disability (both as defined
below), then (A) the Company shall pay in lump sum in cash to Employee, within
fifteen (15) days following the date of termination, an amount equal to the product
of (i) Employee’s Base Compensation as in effect immediately prior to Employee’s
termination, multiplied by (ii) three, (B) for three years following the date of
termination, the Company, at its cost, shall provide or arrange to provide Employee
(and, as applicable, Employee’s dependents) with accident and group health insurance
benefits substantially similar to those which Employee (and Employee’s dependents)
were receiving immediately prior to Employee’s termination (if any); however, the
welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall
be reduced to the extent comparable welfare benefits are actually received by
Employee (and/or Employee’s dependents) during such period under any other
employer’s welfare plan(s) or program(s), with Employee being obligated to promptly
disclose to the Company any such comparable welfare benefits, (C) in addition to the
aforementioned compensation and benefits, the Company shall pay in lump sum in cash
to Employee within fifteen (15) days following the date of termination an amount
equal to the product of (i) Employee’s average Bonus paid by the Company during the
most recent two (2) years immediately prior to the date of termination, multiplied
by (ii) three and (D) Employee shall be considered as immediately and totally vested
in any and all Options previously granted to Employee by Company or its
subsidiaries.




(ii) In the event Employee is terminated because of Misconduct, the Company
shall have no obligations pursuant to this Agreement after the Date of Termination
other than the payment of any unpaid Base Compensation or Bonus accrued through the
Date of Termination. As used herein, “Misconduct” means (A) the continued failure
by Employee to substantially perform his duties with the Company (other than any
such failure resulting from Employee’s incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of
Termination by Employee for Good Reason), after a written demand for substantial
performance is delivered to Employee by the Board, which demand specifically
identifies the manner in which the Board believes that Employee has not
substantially performed his duties, and the Employee fails to cure such failure
within ten (10) days after receipt of such demand, (B) the engaging by Employee in
conduct which is demonstrably and materially injurious to the Company, monetarily or
otherwise (other than such conduct resulting from Employee’s incapacity due to
physical or mental illness or any such actual or anticipated conduct after the
issuance of a Notice of Termination by Employee for Good Reason), (C) Employee’s
conviction for the commission of a felony or (D) action by Employee toward the
Company involving dishonesty. Anything contained in this Agreement to the contrary
notwithstanding, the Board shall have the sole power and authority to terminate the
employment of Employee on behalf of the Company




(d) Disability. If Employee shall have been absent from the full-time
performance of Employee’s duties with the Company for ninety (90) consecutive calendar days
as a result of Employee’s incapacity due to physical or mental illness, Employee’s
employment may be terminated by the Company for “Disability” and Employee shall not be
entitled to further compensation pursuant to this Agreement, except that Employee shall be
considered as immediately and totally vested in any and all Options and restricted stock
grants previously granted to Employee by Company or its subsidiaries.




(e) Resignation for Good Reason. Employee shall be entitled to terminate his
employment for Good Reason as defined herein. If Employee terminates his employment for
Good Reason he shall be entitled to the compensation and benefits provided in Paragraph
9(c)(i) hereof. “Good Reason” shall mean the occurrence of any of the following
circumstances without Employee’s express written consent unless such breach or circumstances
are, to the extent curable, cured within fifteen (15) days of receipt of the Notice of
Termination given in respect hereof:




(i) the material breach of any of the Company’s obligations under this
Agreement without Employee’s express written consent;




(ii) the continued assignment to Employee of any duties inconsistent with the
office of Chairman, Chief Executive Officer and President;




(iii) the failure by the Company to pay to Employee any portion of Employee’s
compensation;




(iv) the failure by the Company to continue to provide Employee with benefits
substantially similar to those enjoyed by other executive officers who have entered
into similar employment agreements with the Company under any of the Company’s
medical, health, accident, and/or disability plans in which Employee was
participating immediately prior to such time;




(v) a change in the location of Employee’s principal place of employment by the
Company by more than 50 miles from the Company’s headquarters in Houston, Texas; or




(vi) the failure of the Company to obtain a satisfactory agreement from any
successor to assume and agree to perform this Agreement, as contemplated in
Section 14 hereof.




In addition, the occurrence of a Corporate Change, shall constitute “Good
Reason” hereunder, but only if Employee terminates his employment within ninety (90)
days following the effective date of such Corporate Change.




(f) Notice of Termination. Any purported termination of Employee’s employment
by the Company under Sections 9(c)(ii) or 9(d), or by Employee under Section 9(e), shall be
communicated by written Notice of Termination to the other party hereto in accordance with
Section 12 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a
notice which, if by the Company and is for Misconduct or Disability, shall set forth in
reasonable detail the reason for such termination of Employee’s employment, or in the case
of resignation by Employee for Good Reason, said notice must specify in reasonable detail
the basis for such resignation. A Notice of Termination given by Employee pursuant to
Section 9(e) shall be effective even if given after the receipt by Employee of notice that
the Board has set a meeting to consider terminating Employee for Misconduct. Any purported
termination for which a Notice of Termination is required which is not effected pursuant to
this Section 9(f) shall not be effective.




(g) Date of Termination. “Date of Termination” shall mean the date specified
in the Notice of Termination, provided that the Date of Termination shall be at least 15
days following the date the Notice of Termination is given. Notwithstanding the foregoing,
in the event Employee is terminated for Misconduct, the Company may refuse to allow Employee
access to the Company’s offices (other than to allow Employee to collect his personal
belongings under the Company’s supervision) prior to the Date of Termination.
Notwithstanding anything herein to the contrary, for purposes of this Section 9,
“termination of employment” shall mean Employee’s “separation from service” as defined in
Final Treasury Regulation Section 1.409A-1(h), including the default presumptions thereof.




(h) Mitigation. Employee shall not be required to mitigate the amount of any
payment provided for in this Section 9 by seeking other employment or otherwise, nor (except
as set forth in Section 9(c)(i)(B)) shall the amount of any payment provided for in this
Agreement be reduced by any compensation earned or benefits received by Employee as a result
of employment by another employer, except that any severance amounts payable to Employee
pursuant to the Company’s severance plan or policy for employees in general shall reduce the
amount otherwise payable pursuant to Sections 9(c)(i) or 9(e).




(i) Excess Parachute Payments. Notwithstanding anything in this Agreement to
the contrary, to the extent that any payment or benefit received or to be received by
Employee hereunder in connection with the termination of Employee’s employment would, as
determined by tax counsel selected by the Company, constitute an “Excess Parachute Payment”
(as defined in Section 280G of the Internal Revenue Code), the Company shall fully
“gross-up” such payment so that Employee is in the same “net” after-tax position he would
have been if such payment and gross-up payments had not constituted Excess Parachute
Payments, and such “gross-up” payment shall be made no later than the end of Employee’s
taxable year next following Employee’s taxable year in which he remits the taxes to which
such gross-up payment relates.




(j) Resignation from Board. In the event Employee’s employment by the Company
is terminated for any reason (other than Employee’s death), Employee shall immediately
resign as a member of the Board and the board of directors of any of the Company’s
subsidiaries. Nothing herein shall be deemed to limit the power of the shareholders of the
Company to at any time remove any director, including, without limitation, Employee, in
accordance with applicable law. All payments to Employees pursuant to this Agreement shall
be conditioned upon Employee’s compliance with his obligations under this Section 9(j).




(k) Code Section 409A. Notwithstanding any provision of this Section 9 to the
contrary, if all or any portion of the benefits provided in this Section 9 is determined to
be “nonqualified deferred compensation” subject to Code Section 409A, and the Company
determines that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of
the Code and the regulations and other guidance issued thereunder, then such benefits (or
portion thereof) shall be paid on the first day of the seventh month following Employee’s
termination of employment or as soon as administratively practicable thereafter.



10. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Employee’s continuing or future participation in any benefit, bonus, incentive, or other plan or
program provided by the Company or any of its affiliated companies and for which Employee may
qualify, nor shall anything herein limit or otherwise adversely affect such rights as Employee may
have under any Options with the Company or any of its affiliated companies.



11. Assignability. The obligations of Employee hereunder are personal and may not be
assigned or delegated by him or transferred in any manner whatsoever, nor are such obligations
subject to involuntary alienation, assignment or transfer. The Company shall have the right to
assign this Agreement and to delegate all rights, duties and obligations hereunder, either in whole
or in part, to any parent, affiliate, successor or subsidiary organization or company of the
Company, so long as the obligations of the Company under this Agreement remain the obligations of
the Company.



12. Notice. For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested, postage prepaid,
addressed to the Company at its principal office address, directed to the attention of the Board
with a copy to the Secretary of the Company, and to Employee at Employee’s residence address on the
records of the Company or to such other address as either party may have furnished to the other in
writing in accordance herewith except that notice of change of address shall be effective only upon
receipt.



13. Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.



14. Successors; Binding Agreement.




(a) The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and shall entitle
Employee to compensation from the Company in the same amount and on the same terms as he
would be entitled to hereunder if he terminated his employment for Good Reason, except that
for purposes of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used herein, the term “Company” shall
include any successor to its business and/or assets as aforesaid which executes and delivers
the Agreement provided for in this Section 14 or which otherwise becomes bound by all terms
and provisions of this Agreement by operation of law.




(b) This Agreement and all rights of Employee hereunder shall inure to the benefit of
and be enforceable by Employee’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If Employee should
die while any amounts would be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with the terms
of this Agreement to Employee’s devisee, legatee, or other designee or, if there be no such
designee, to Employee’s estate.



15. Withholding Taxes. 




(a) Tax Withholding. The Company shall have the power and the right to deduct
or withhold from any benefits payable under this Agreement an amount sufficient to satisfy
federal, state, and local taxes, domestic or foreign, required by law or regulation to be
withheld.




(b) Share Withholding. With respect to tax withholding required upon the upon
the lapse of restrictions on the Inducement Stock and the Salary Stock, or upon any other
taxable event arising as a result of any stock awards pursuant to this Agreement, Employee
may elect, to satisfy the withholding requirement, in whole or in part, by having the
Company withhold shares having a Fair Market Value on the date the tax is to be determined
equal to the minimum statutory total tax which could be imposed on the transaction. All
such elections shall be made in writing, signed by the Employee, and shall be subject to any
restrictions or limitations that the Company, in its discretion, deems appropriate. Any
fraction of a share required to satisfy such obligation shall be disregarded and the
Employee shall instead pay the amount due in cash.



16. No Restraints. As an inducement to the Company to enter into this Agreement,
Employee represents and warrants that he is not a party to any other agreement or obligation for
personal services, and that there exist no impediments or restraints, contractual or otherwise, on
Employee’s powers right or ability to enter into this Agreement and to perform his duties and
obligations hereunder.



17. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by
Employee and such officer as may be specifically authorized by the Board. No waiver by either
party hereto at any time of any breach by the other party hereto of, or in compliance with, any
condition or provision of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. This Agreement is an integration of the parties’ agreement; no agreement or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof have been made by
either party, except those which are set forth expressly in this Agreement. THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF TEXAS.



18. Counterparts. This Agreement 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
instrument.



19. Arbitration. Either party may elect that any dispute or controversy arising under
or in connection with this Agreement be settled by arbitration in Houston, Texas in accordance with
the rules of the American Arbitration Association then in effect. If the parties cannot mutually
agree on an arbitrator, then the arbitration shall be conducted by a three arbitrator panel, with
each party selecting one arbitrator and the two arbitrators so selected selecting a third
arbitrator. The findings of the arbitrator(s) shall be final and binding, and judgment may be
entered thereon in any court having jurisdiction. The findings of the arbitrator(s) shall not be
subject to appeal to any court, except as otherwise provided by applicable law. The arbitrator(s)
may, in his or her (or their) own discretion, award legal fees and costs to the prevailing party.



[Signature Page Follows]






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IN WITNESS WHEREOF, the parties have executed this Agreement on June 2, 2008 effective for all
purposes as provided above.




ENDEAVOUR INTERNATIONAL CORPORATION



	 
	By:/s/ Karen Paganis

Name: Karen Paganis

Title: Vice President – Legal and Corporate

Secretary

	EMPLOYEE:

	/s/ William L. Transier

William L. Transier








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