(c) MANAGEMENT WELL BONUS PARTICIPATION: The Company and the Executive acknowledge theexistence of a separate agreement between themselves, titled “The Meridian ResourceManagement Well Bonus Plan,” dated November 5, 1997 (“the Management Well Bonus Plan”);which Management Well Bonus Plan is not affected by or superseded by the terms andconditions of this Agreement; the Company and the Executive agree that all interpretationand enforcement of the terms of the Management Well Bonus Plan shall be separate and standalone. Notwithstanding anything to the contrary contained in this Agreement or any otheragreement, the Company and the Executive acknowledge that the Executive’s participationunder the Management Well Bonus Plan is currently as set forth in EXHIBIT “A”.1.5 EMPLOYMENT BENEFITS. In addition to the Salary payable to the Executive hereunder, theExecutive shall be entitled to the following benefits:(a) EMPLOYMENT BENEFITS. As an employee of the Company, the Executive shall participate inand receive coverage under all general employee benefit plans and programs, as may be ineffect from time to time, upon satisfaction by the Executive of the eligibilityrequirements thereof. Nothing in this Agreement is to be construed or interpreted toprovide greater rights, participation, coverage, or benefits under such benefit plans orprograms than are provided to similarly situated employees pursuant to the terms andconditions of such benefit plans and programs.(b) WORKING FACILITIES. During the term of this Agreement, the Company shall provide, atits expense, office space, furniture, equipment, supplies and personnel as shall beadequate for the Executive’s use in performing Executive’s duties and responsibilitiesunder this Agreement.(c) CLUB. Company shall reimburse Executive for all general club dues and business relatedexpenses incurred at the clubs set forth in EXHIBIT “A”.(d) PROFESSIONAL DUES. The Company shall pay for all professional dues, seminars,continuing education and related activities in the furtherance of the Executive’s dutiesdefined herein.(e) VACATION. Executive shall be entitled to the vacation as set out in EXHIBIT “A”.(f) GENERAL. The other benefits set out in EXHIBIT “A”.(g) LIMITATIONS. Company shall not by reason of this Article 1.5 be obligated toinstitute, maintain, or refrain from changing, amending, or discontinuing, any incentivecompensation or employee benefit program or plan, so long as such actions are similarlyapplicable to similarly situated covered employees.**ARTICLE II****TERMINATION**2.1 TERMINATION. Notwithstanding anything herein to the contrary, this Agreement and theExecutive’s employment hereunder may be terminated without any breach of this Agreement at any timeduring the term hereof by reason of and in accordance with the following provisions:(a) DEATH. If the Executive dies during the term of this Agreement and while in the employof the Company, this Agreement shall automatically terminate as of the date of theExecutive’s death, and the Company shall have no further liability hereunder to theExecutive or Executive’s estate, except to the extent set forth in Section 2.2(a) hereof.(b) DISABILITY. If, during the term of this Agreement, the Executive shall be preventedfrom performing the Executive’s duties hereunder, for a period of not less than sixty (60)consecutive days or an aggregate of ninety (90) days during any period of twelve (12)consecutive calendar months, by reason of becoming disabled as hereinafter defined, theCompany may terminate this
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Agreement immediately upon written notice to the Executive without any further liabilityhereunder to the Executive, except as set forth in Section 2.2(b) hereof. For purposes ofthis Agreement, the Executive shall be deemed “Disabled” when the Board of Directors of theCompany, upon the written report of a qualified physician designated by the Board ofDirectors of the Company, shall have determined that the Executive has become mentally,physically and/or emotionally incapable of performing Executive’s duties and services underthis Agreement.(c) TERMINATION BY THE COMPANY FOR CAUSE. Prior to the expiration of the term of thisAgreement, the Company may discharge the Executive for cause and terminate this Agreementimmediately upon written notice to the Executive without any further liability hereunder tothe Executive, except to the extent set forth in Section 2.1(c) hereof. For purposes ofthis Agreement, a “discharge for cause” shall mean termination of the Executive uponwritten notice to the Executive limited, however, to one or more of the following reasons:(1) Conviction of the Executive by a court of competent jurisdiction of a felony ora crime involving moral turpitude;(2) The Executive’s failure or refusal to comply with the Company’s policies,standards, and regulations of the Company, which from time to time may beestablished;(3) The Executive’s engaging in conduct amounting to fraud, dishonesty, grossnegligence, willful misconduct or conduct that is unprofessional, unethical, ordetrimental to the reputation, character or standing of the Company; or(4) The Executive’s failure to faithfully and diligently perform the dutiesrequired hereunder or to comply with the provisions of this Agreement.Prior to terminating this Agreement pursuant to clause (2) or (4) of this Section 2.1, theCompany shall furnish the Executive written notice of the Executive’s alleged failure toabide by or alleged breach of this Agreement. Any such notice shall set forth in detailthe facts and circumstances alleged to provide a basis for such termination. The Executiveshall have thirty (30) days receipt of such notice to cure such failure to abide or breachand the Company’s Board of Directors, in its sole discretion, shall determine if thefailure to abide or breach is cured.(d) TERMINATION BY THE COMPANY WITH NOTICE. The Company may terminate this Agreement at anytime, for any reason, other than as set forth in Subparagraphs (a), (b) or (c) of thisSection 2.1, with or without cause, in the Company’s sole discretion, immediately uponwritten notice to the Executive without any further liability hereunder to the Executive,except to the extent set forth in Section 2.2(d) hereof.(e) TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive may terminate thisAgreement at any time for Good Reason (as hereinafter defined) in which event the Companyshall have no further liability hereunder to the Executive, except to the extent set forthin Section 2.2(e) hereof. For purposes of this Agreement, the term “Good Reason” shallmean, without the Executive’s express written consent, the occurrence of any of thefollowing circumstances:(1) The Company’s failure to pay the Executive the Compensation pursuant to theterms of this Agreement that has not been cured within thirty (30) days afternotice of such noncompliance has been given by the Executive to the Company; or(2) Any failure by the Company to comply with any material provision of thisAgreement that has not been cured within thirty (30) days after notice of suchnoncompliance has been given by the Executive to the Company. Any such notice shallset forth in detail the facts and circumstances of the alleged failure. TheExecutive shall use Executive’s best efforts to make a good faith determination ifthe failure has been cured and shall so notify the Company within five (5) daysafter the expiration of said thirty (30) day period; or
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(3) A failure to elect or reelect or to appoint or reappoint the Executive tothe office of Senior Vice President and Chief Accounting Officer of the Company orother material change by the Company of the Executive’s functions, duties orresponsibilities which change would reduce the ranking or level, dignity,responsibility, importance or scope of the Executive’s position with the Companyfrom the position and attributes thereof described in Section 1.1 above;(4) The assignment or reassignment by the Company of the Executive to a locationnot within thirty (30) miles of the Company’s current location;(5) The failure for any reason of the Executive to continue to directly report tothe Chief Executive Officer and/or President of the Company as his supervisor,without any intermediate supervisor;(6) The failure of the Company to continue to provide the Executive with officespace, related facilities and secretarial assistance that are commensurate with theExecutive’s responsibilities to and position with the Company;(7) The notification by the Company of the Company’s intention not to observeor perform one or more of the obligations of the Company under this Agreement;(8) The failure by the Company to fulfill its obligations to the Executive asrequired by the Company’s Indemnification Agreement, attached as Exhibit “B”;(9) The occurrence of any other material breach of this Agreement by the Company orany of its subsidiaries.; or(10) The refusal to assume this Agreement by any successor or assign of theCompany as provided in Section 4.4.(f) TERMINATION BY THE EXECUTIVE WITH NOTICE. The Executive may terminate this Agreementfifteen (15) days in advance for any reason, in the Executive’s sole discretion other thanGood Reason, by giving the Company fifteen (15) days prior written notice, in which eventthe Company shall have no further liability hereunder to the Executive, except to theextent set forth in Section 2.2(f) hereof.2.2 COMPENSATION UPON TERMINATION(a) DEATH. In the event the Executive’s employment hereunder is terminated pursuant to theprovisions of Section 2.1(a) hereof due to the death of the Executive, the Company shallhave no further obligation to the Executive or Executive’s estate, except to pay to theExecutive’s spouse, or if none, the estate of the Executive, the Accrued Obligation. Forpurposes of this Agreement, “Accrued Obligation” means the sum of (i) the Executive’sSalary through the date of termination of this Agreement for periods through but notfollowing the Executive’s Separation From Service (as defined in Section 2.2(b)), (2) anyaccrued vacation pay earned by the Executive and (3) any sick leave benefits earned by theExecutive, in each case, to the extent not theretofore paid. Any amount due the Executiveunder this Section 2.2(a) shall be paid in a lump sum in cash within thirty (30) days afterthe death of the Executive.(b) DISABILITY. In the event the Executive’s employment hereunder is terminated pursuant tothe provisions of Section 2.1(b) hereof due to Disability of the Executive, the Companyshall berelieved of all of its obligations under this Agreement, except to pay the Executive (i)the Accrued Obligation and (ii) the Executive’s Salary through the date of termination ofthe Executive’s employment for periods following the Executive’s Separation From Service,to the extent not theretofore paid. The provisions of the preceding sentence shall notaffect the Executive’s rights to receive payments under the Company’s disability insuranceplan, if any. The Company shall pay
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the Executive the Accrued Obligation in a lump sum in cash within thirty (30) days afterthe termination of the Executive’s employment hereunder. The Company shall pay theExecutive the amount specified in clause (ii) of the first sentence of this Section 2.2(b)within thirty (30) days following the Executive’s Separation From Service if the Executiveis not a Specified Employee or on the date that in six (6) months following the date of theExecutive’s Separation From Service if the Executive is a Specified Employee. For purposesof this Agreement, the terms “Separation From Service” and “Specified Employee” shall havethe meanings ascribed to such terms in Section 409A.(c) TERMINATION BY THE COMPANY FOR CAUSE. In the event the Executive’s employment hereunderis terminated by the Company for Cause pursuant to the provisions of Section 2.1(c) hereof,the Company shall have no further obligation to the Executive under this Agreement exceptto pay the Executive (i) the Accrued Obligation and (ii) the Executive’s Salary through thedate of termination of the Executive’s employment for periods following the Executive’sSeparation From Service, to the extent not theretofore paid. The Company shall pay theExecutive the Accrued Obligation in a lump sum in cash within sixty (60) days after thetermination of the Executive’s employment hereunder. The Company shall pay the Executivethe amount specified in clause (ii) of the first sentence of this Section 2.2(c) withinthirty (30) days following the Executive’s Separation From Service if the Executive is nota Specified Employee or on the date that is six (6) months following the date of theExecutive’s Separation From Service if the Executive is a Specified Employee.(d) TERMINATION BY THE COMPANY WITH NOTICE. In the event the Executive’s employmenthereunder is terminated by the Company pursuant to the provisions of Section 2.1(d) hereof,the Executive shall be entitled to receive (i) the Accrued Obligation; (ii) the Executive’sSalary through the date of termination of the Executive’s employment for periods followingthe Executive’s Separation From Service, to the extent not theretofore paid; and (iii) anamount equal to the Executive’s full monthly Salary payable for eighteen (18) months. TheCompany shall pay the Executive the Accrued Obligation in a lump sum in cash within thirty(30) days after the termination of the Executive’s employment hereunder. The Company shallpay the Executive the amounts specified in clauses (ii), and (iii) of the first sentence ofthis Section 2.2(b) within thirty (30) days following the Executive’s Separation FromService if the Executive is not a Specified Employee or on the date that is six (6) monthsfollowing the date of the Executive’s Separation From Service if the Executive is aSpecified Employee.(e) TERMINATION BY THE EXECUTIVE FOR GOOD REASON. In the event this Agreement isterminated by the Executive pursuant to the provisions of Section 2.1(e) hereof, theExecutive shall be entitled to receive the benefits and payments as specified fortermination by the Company with notice, as described in paragraph 2.2(d) above. Anyamounts due the Executive under this paragraph 2.2(e) shall be paid in the forms and at thetimes specified in Section 2.2(d).(f) TERMINATION BY THE EXECUTIVE WITH NOTICE. In the event the Executive’s employmenthereunder is terminated by the Executive pursuant to the provisions of Section 2.1(f)hereof, all future compensation to which Executive is entitled hereunder and all futurebenefits for which Executive is eligible hereunder shall cease and terminate as of the dateof termination. Executive shall be entitled to the Accrued Obligation. Any amount due theExecutive hereunder shall be paid in a lump sum in cash within thirty (30) days after thetermination of Executive’s Employment hereunder.(g) TERMINATION OF OBLIGATIONS OF THE COMPANY UPON PAYMENT OF COMPENSATION. Upon full payment ofthe amounts, if any, due the Executive pursuant to the preceding provisions of this Section 2.2,the Company shall have no further obligation to the Executive under this Agreement. In no eventshall the termination of obligations under this Section 2.2 relieve the Company of its obligationsto the Executive under the Management Well Bonus Plan.
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**ARTICLE III****PROTECTION OF INFORMATION AND NON-COMPETITION**PROTECTIVE COVENANTS. The Executive recognizes that his employment by the Company is one of thehighest trust and confidence because (i) the Executive will become fully familiar with all aspectsof the Company’s business during the term of this Agreement, (ii) certain information of which theExecutive will gain knowledge during his employment is proprietary and confidential informationwhich is special and peculiar value to the Company, and (iii) if any such proprietary andconfidential information were imparted to or became known by any person, including the Executive,engaging in a business in competition with that of the Company, hardship, loss or irreparableinjury and damage could result to the Company, the measurement of which would be difficult if notimpossible to ascertain. The Executive acknowledges that the Company has developed unique skills,concepts, designs, marketing programs, marketing strategy, business practices, methods ofoperation, trademarks, licenses, hiring and training methods, financial and other confidential andproprietary information concerning its operations and expansion plans (“Trade Secrets”). TradeSecrets shall not include the geologic or geophysical information, rather such information shall besubject to the terms and provisions of Subparagraph (c) below. Therefore, the Executive agrees thatit is necessary for the Company to protect its business from such damage, and the Executive furtheragrees that the following covenants constitute a reasonable and appropriate means, consistent withthe best interest of both the Executive and the Company, to protect the Company against such damageand shall apply to and be binding upon the Executive as provided herein:(a) TRADE SECRETS. The Executive recognizes that his position with the Company is one ofthe highest trust and confidence by reason by of the Executive’s access to and contact withcertain Trade Secrets of the Company. The Executive agrees and covenants to use his bestefforts and exercise utmost diligence to protect and safeguard the Trade Secrets of theCompany. The Executive further agrees and covenants that, except as may be required by theCompany in connection with this Agreement, or with the prior written consent of theCompany, the Executive shall not, either during the term of this Agreement or thereafter,directly or indirectly, use for the Executive’s own benefit or for the benefit of another,or disclose, disseminate, or distribute to another, any Trade Secret (whether or notacquired, learned, obtained, or developed by the Executive alone or in conjunction withothers) of the Company or of others with whom the Company has a business relationship. Allmemoranda, notes, records, drawings, documents, or other writings whatsoever made,compiled, acquired, or received by the Executive during the term of this Agreement, arisingout of, in connection with, or related to any activity or business of the Company,including, but not limited to, Trade Secrets, are, and shall continue to be, the sole andexclusive property of the Company, and shall, together with all copies thereof and alladvertising literature, be returned and delivered to the Company by the Executiveimmediately, without demand, upon the termination of this Agreement, or at any time uponthe Company’s demand.(b) RESTRICTION ON SOLICITING EMPLOYEES OF THE COMPANY. The Executive covenants that duringthe term of this Agreement and for the period set forth on EXHIBIT “A” (“Non-SolicitationPeriod”) following the termination of this Agreement, he will not, either directly orindirectly, call on, solicit, or take away, or attempt to call on, solicit, induce or takeaway any employee of the Company, either for himself or for any other person, firm,corporation or other entity. Further, Executive shall not induce any employee of theCompany to terminate his or her employment with the Company.(c) COVENANT NOT TO COMPETE. The Executive hereby covenants and agrees that during the termof this Agreement and for the earlier of one (1) year after the date of his termination oruntil the Company no longer has a well operating in such designated prospects (“theNon-Compete Period”), he will not without the prior written consent of the Company,directly or indirectly, either as an employee, employer, consultant, agent, principal,partner, shareholder (other than through ownership of publicly-traded capital stock of acorporation which represents less than five percent (5%) of the outstanding capital stockof such corporation), corporate officer, director, investor, financier or in any otherindividual or representative capacity, engage or participate in any business competitivewith the business conducted by the Company within the prospect areas on which Executive hasworked up to the date of the termination of this Agreement (“Designated Prospect(s)”). TheCompany shall provide to the Executive a list and an outline of each such
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Designated Prospect within fifteen (15) business days after the date of termination.Further, Executive agrees and covenants not to use for his benefit or for the benefit ofanother or disclose, disseminate or distribute to another, any geologic or geophysicalinformation regarding the Designated Prospects during the Non-Compete Period. Failure ofthe Company to provide Executive the list of Designated Prospects within fifteen days oftermination shall be deemed a waiver by the Company of this provision “c” againstExecutive.(d) SURVIVAL OF COVENANTS. Each covenant of the Executive set forth in this Article IIIshall survive the termination of this Agreement and shall be construed as an agreementindependent of any other provision of this Agreement, and the existence of any claim orcause of action of the Executive against the Company whether predicated on this Agreementor otherwise shall not constitute a defense to the enforcement by the Company of saidcovenant.(e) REMEDIES. In the event of breach or threatened breach by the Executive of any provisionof this Article III, the Company shall be entitled to relief by temporary restrainingorder, temporary injunction, or permanent injunction or otherwise, in addition to otherlegal and equitable relief to which it may be entitled, including any and all monetarydamages which the Company may incur as a result of said breach, violation or threatenedbreach or violation. The Company may pursue any remedy available to it concurrently orconsecutively in any order as to any breach, violation, or threatened breach or violation,and the pursuit of one of such remedies at any time will not be deemed an election ofremedies or waiver of the right to pursue any other of such remedies as to such breach,violation, or threatened breach or violation, or as to any other breach, violation, orthreatened breach or violation.(f) LIMITATIONS. The obligations of confidentiality regarding Trade Secrets and geologic orgeophysical information regarding the Designated Prospects set forth in this Section 3.1shall not apply if (i) it can be demonstrated by the Executive to have been within hislegitimate possession prior to the time of disclosure by the disclosing party, (ii) it wasin the public domain prior to disclosure, or (iii) if such disclosure comes into the publicdomain through no fault of the Executive.The Executive hereby acknowledges that the Executive’s agreement to be bound by the protectivecovenants set forth in this Article III was a material inducement for the Company entering intothis Agreement and agreeing to pay the Executive the compensation and benefits set forth herein.Further, Executive understands the foregoing restrictions may limit his or her ability to engage incertain businesses during the period of time provided for, but acknowledges that Executive willreceive sufficiently high remuneration and other benefits under this Agreement to justify suchrestriction.**ARTICLE IV****GENERAL PROVISIONS**4.1 NOTICES. all notices, requests, consents, and other communications under this Agreement shallbe in writing and shall be deemed to have been delivered on the date personally delivered or on thedate deposited in a receptacle maintained by the United States Postal Service for such purpose,postage prepaid, by certified mail, return receipt requested, addressed to the respective partiesas follows:IF TO THE EXECUTIVE: As set forth in EXHIBIT “A”.IF TO THE COMPANY: The Meridian Resource & Exploration, LLC. 1401 Enclave Parkway, Suite 300Houston, Texas 77077 ATTN: Chief Executive Officer.Either party hereto may designate a different address by providing written notice of such newaddress to the other party hereto.4.2 SEVERABILITY. If any provision contained in this Agreement is determined by a court ofcompetent jurisdiction or an arbitrator pursuant to Section 5 below to be void, illegal orunenforceable, in whole or in
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part, then the other provisions contained herein shall remain in full force and effect as if theprovision which was determined to be void, illegal, or unenforceable had not been contained herein.If the restrictions contained in Article III are found by a court to be unreasonable or overlybroad as to geographic area or time, or otherwise unenforceable, the parties intend for saidrestrictions to be modified by said court so as to be reasonable and enforceable and, as somodified, to be fully enforced.4.3 WAIVER, MODIFICATION AND INTEGRATION. The waiver by any party hereto of a breach of anyprovision of this Agreement shall not operate or be construed as a waiver of any subsequent breachby any party. This instrument contains the entire agreement of the parties concerning employmentand supersedes all prior and contemporaneous representations, understandings and agreements(including but not limited to any initial employment or independent contractor agreement) eitheroral or in writing, between the parties hereto with respect to the employment of the Executive bythe Company and all such prior or contemporaneous representations, understandings and agreements,both oral and written, are hereby terminated, unless otherwise specifically designated on EXHIBIT“A”. This Agreement may not be modified, altered or amended except by written agreement of all theparties hereto.4.4 BINDING EFFECT. This Agreement shall be binding and effective upon the parties and theirrespective heirs, executors and successors and shall supercede any other agreement, contract ofemployment or understanding previously entered into by and between the Company and Executive, ifany exists. If the Company shall at any time be merged or consolidated into or with any otherentity, the provisions of this Agreement shall survive any such transaction and shall be binding onand inure to the benefit and responsibility of the entity resulting from such merger orconsolidation (and this provision shall apply in the event of any subsequent merger orconsolidation), and the Company, upon the occasion of the above-described transaction, shallinclude in the appropriate agreements the obligation that the payments herein agreed to be paid toor for the benefit of Executive, his beneficiaries or estate, shall be paid.4.5 GOVERNING LAW. The parties intend that the laws of the State of Texas should govern thevalidity of this Agreement, the construction of its terms, and the interpretation of the rights andduties of the parties hereto.4.6 REPRESENTATION OF EXECUTIVE. The Executive hereby represents and warrants to the Company thatthe Executive has not previously assumed any obligations inconsistent with those contained in thisAgreement, unless specifically set out in EXHIBIT “A”. The Executive further represents andwarrants to the Company that the Executive has entered into this Agreement pursuant to Executive’sown initiative and that this Agreement is not in contravention of any existing commitments. TheExecutive acknowledges that the Company has entered into this Agreement in reliance upon theforegoing representations of the Executive.4.7 COUNTERPART EXECUTION. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute but one and the sameinstrument.4.8 COMPANY. For the purposes of this Agreement, Company shall include any parent, subsidiarydivision of the Company, or any entity, which directly or indirectly, controls, is controlled by,or is under common control with the Company.4.9 EXECUTIVE. Executive represents to the Company and agrees that he: (i) was specifically advisedto and fully understands his rights to discuss all aspects of this Agreement with an attorney, (ii)has, to the extent he desires, availed himself of these rights, and (iii) has carefully read andfully understands the provisions of this Agreement.
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**ARTICLE V****CONFIDENTIALITY**5.1 CONFIDENTIALITY. This Agreement is confidential, and the substance may be disclosed only asmutually agreed by the parties or as may be required by law.IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first abovewritten effective as of the Effective Date.      THE COMPANY: