##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-10671
 THE MERIDIAN RESOURCE CORPORATION
  TEXAS
    
    76-0319553(State of incorporation)
    
    (I.R.S. Employer Identification No.)1401 Enclave Parkway, Suite 300, Houston, Texas
    
    77077(Address of principal executive offices)
    
    (Zip Code)
 281-597-7000
 Securities registered pursuant to Section 12(b) of the Act:
 (Title of each class)
    
    (Name of each exchange on which registered)Common Stock, $0.01 par value
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 
 o þ
 Yes o No þ
 þ o
 o o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ
 Aggregate market value of shares of common stock held by non-affiliates
of the Registrant at June 30, 2009
    
    $
    31,337,635Number of shares of common stock outstanding at April 15, 2010:
    
    
    92,475,527




---



TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  EXPLANATORY NOTE
  1




---



##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 DIRECTORS
   EXPIRATIONPRESENT POSITIONS
    
    DIRECTOR
    
    OF PRESENTNAME
    
    AGE
    
    WITH THE COMPANY
    
    SINCE
    
    TERMPaul Ching
    
    
    62
    
    
    Class II Director,
President and Chief
Executive Officer, and
Chairman of the Board
    
    
    2008
    
    
    
    2010Joseph A. Reeves, Jr.
    
    
    63
    
    
    Class III Director (1)
    
    
    1990
    
    
    
    2011Michael J. Mayell
    
    
    62
    
    
    Class III Director (1)
    
    
    1990
    
    
    
    2011Fenner R. Weller, Jr.
    
    
    58
    
    
    Class III Director (2)
    
    
    2004
    
    
    
    2011John B. Simmons
    
    
    57
    
    
    Class I Director (4)
    
    
    2004
    
    
    
    (6
    )C. Mark Pearson
    
    
    54
    
    
    Class I Director (5)
    
    
    2006
    
    
    
    (6
    )E. L. Henry
    
    
    74
    
    
    Class II Director (5)
    
    
    1998
    
    
    
    2010
 
 (1)
    
    Member of the Executive Committee and Directors Stock Option Plan Administration Committee.(2)
    
    Member of the Audit Committee and the Compensation Committee.(3)
    
    Member of the Audit Committee and the Board Affairs Committee.(4)
    
    Member of the Audit Committee.(5)
    
    Member of the Board Affairs Committee and the Compensation Committee.(6)
    
    Mr. Simmons and Mr. Pearsons terms ended in 2009, but they will continue to serve until
they are reelected or their successors are duly elected.  2




---



##### Table of Contents



3




---



##### Table of Contents



AUDIT COMMITTEE; AUDIT COMMITTEE FINANCIAL EXPERT
 www.tmrc.com
 EXECUTIVE OFFICERS
  YEARFIRSTELECTEDASNAME OF OFFICER
    
    POSITION WITH THE COMPANY
    
    AGE
    
    OFFICERPaul D. Ching
    
    President and Chief Executive
Officer, Chairman of the Board of
Directors
    
    
    62
    
    
    
    2008Lloyd V. DeLano
    
    Senior Vice President, Chief
Accounting Officer, and Secretary
of the Company
    
    
    59
    
    
    
    1993Alan S. Pennington
    
    Vice PresidentExploration and
Business DevelopmentTMRX
    
    
    56
    
    
    
    1999A. Dale Breaux
    
    Vice PresidentOperationsTMRX
    
    
    61
    
    
    
    2002Steven G. Ives
    
    Vice President Finance
    
    
    48
    
    
    
    2005
    4




---



##### Table of Contents



CODES OF ETHICS
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   
 ITEM 11. EXECUTIVE COMPENSATION.
 COMPENSATION DISCUSSION AND ANALYSIS
 Compensation Committee
 www.tmrc.com
 5




---



##### Table of Contents



Compensation philosophy and objectives
  
    
    the hiring and retention of excellent employees possessing the background and skills to
achieve Company goals;
    
    the alignment of these employees interests with those of the shareholders and the
Company in general; and
    
    the achievement of important Company goals in short-, medium- and long-term.
  
    
    pay should be linked to performance;
    
    employees should have a sense of ownership and a long-term perspective; and
    
    outstanding employee achievement should be recognized.
   
    
    replacement and increase of the Companys total oil and gas reserves;
    
    efficient management of costs of producing oil and gas reserves;
    
    attainment of the highest revenue possible for sales of oil and gas; and
    
    ultimately, increased value of the Company as reflected in the price of our common
stock.
 Compensation studies
  6




---



##### Table of Contents



Compensation of Chief Executive Officer
  
    
    a salary of $41,667 per month, which equates to an annual rate of $500,000;
    
    a discretionary bonus at the sole option of the Board of Directors, of a maximum
amount equal to the amount he will have earned in salary during his tenure as
President and CEO;
    
    a total of 250,000 stock options with an exercise price of $.58 (closing market
price on first day of business of 2009) which vested 50% in six months and the
remainder one year from date of grant;
    
    provision for reimbursement of reasonable travel and living expenses, as Mr.
Chings home is in Dallas, and the Companys offices are in Houston; and
    
    termination benefits that would guarantee full payment of the remainder of the
contract if termination were for various reasons, but not including death,
disability, or cause.
   
    
    the interim nature of his appointment, which necessitated a focus on
shorter-term performance;
    
    the challenges facing the Company in December 2008, when he was hired, which
included the precipitous decrease in prices for our products experienced in the
second half of 2008, the loss of access to credit when the borrowing base under our
credit facility became fully drawn in December 2008, and a continued decline in
production;
    
    executive compensation studies provided by compensation consultants; and
    
    Mr. Chings added value as a current director familiar with the Company and its
business.
  
    
    The challenges facing the Company, and Mr. Chings added value due to experience
with the Company and in the industry;
    
    The dual nature of his duties, as both CEO and Chairman of the Board of
Directors, for which he would no longer receive director fees;
 7




---



##### Table of Contents




    
    The added personal inconvenience of weekly travel between his home and our
offices and time spent away from his family.
   Total compensation; allocation among different elements of compensation
     Compensation components; relation of components to our objectives
  
    
    Salaries and annual cash bonuses;
    
    Profit-sharing incentives based on awards related to the net profits of our wells;
 8




---



##### Table of Contents




    
    Long-term incentives based on equity awards;
    
    Employment contracts with termination benefits; and
    
    Benefits and limited perquisites.
   Salary.
 Discretionary cash bonus
 Well bonus plans.
   9




---



##### Table of Contents



th
   Equity awards.
   Choice of equity vehicles.
 10




---



##### Table of Contents



Procedures for granting equity awards.
    Employment contracts and post-termination compensation.
  Benefits.
  11




---



##### Table of Contents



Tax and Accounting Considerations
   COMPENSATION COMMITTEE REPORT
  
 12




---



##### Table of Contents



COMPENSATION TABLES AND ADDITIONAL INFORMATION
  Summary Compensation Table
 Change inPensionValue andNon-Equity
    
    Nonqualified
    
    AllIncentive
    
    Deferred
    
    OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Plan
    
    Compensation
    
    Compen-Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    sation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($) (1)
    
    ($) (1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Paul D. Ching, CEO, President,
    
    
    2009
    
    
    
    500,000
    
    
    
    
    (2)
    
    
    
    
    
    
    62,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    562,500& Chairman of the Board of Directors
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    27,600
    
    
    
    
    
    
    
    
    
    
    
    100,750
    (3)
    
    
    178,350Lloyd V. DeLano,
    
    
    2009
    
    
    
    260,750
    
    
    
    325,551
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,925
    (5)
    
    
    602,226Sr. Vice President,
    
    
    2008
    
    
    
    260,750
    
    
    
    638,749
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,950
    (5)
    
    
    914,449CAO, and Secretary
    
    
    2007
    
    
    
    244,422
    
    
    
    451,019
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,625
    (5)
    
    
    710,066Alan S. Pennington
    
    
    2009
    
    
    
    245,105
    
    
    
    320,336
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,925
    (5)
    
    
    581,366VP Business
    
    
    2008
    
    
    
    245,105
    
    
    
    585,490
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,950
    (5)
    
    
    845,545Development
    
    
    2007
    
    
    
    232,003
    
    
    
    450,394
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,625
    (5)
    
    
    697,022A. Dale Breaux,
    
    
    2009
    
    
    
    234,675
    
    
    
    252,794
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,925
    (5)
    
    
    503,394VP Operations
    
    
    2008
    
    
    
    234,675
    
    
    
    369,843
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,950
    (5)
    
    
    619,4682007
    
    
    
    219,000
    
    
    
    261,627
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,625
    (5)
    
    
    495,252Steven G. Ives,
    
    
    2009
    
    
    
    173,920
    
    
    
    195,907
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,504
    (5)
    
    
    385,331VP
    
    
    2008
    
    
    
    173,920
    
    
    
    233,497
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,950
    (5)
    
    
    422,367
 13




---



##### Table of Contents



1.
    
    Stock awards and option awards are stated at the grant date fair value as determined in
accordance with Accounting Standards Codification Topic 718. See Footnote 10 to the
Consolidated Financial Statements included in our 2009 Original Report on Form 10-K for
assumptions used in valuing these awards. See the Grants of Plan-Based Awards table for
further information regarding 2009 awards.2.
    
    In January 2010, Mr. Ching was awarded a $500,000 cash bonus for performance during
2009.3.
    
    Includes $100,750 in directors fees.4.
    
    Includes $238,634, $534,426, and $440,602 for bonus paid to Mr. DeLano under the
Management Plan in 2009, 2008, and 2007, respectively. In 2009 and 2008, respectively,
also includes $86,917 and $43,458 retention bonus paid under the Meridian Resource &
Exploration LLC Retention Incentive Compensation Plan. For further information, see
Narrative to Summary Compensation Table  Retention Bonus. Also in 2008, includes
$50,000 discretionary performance recognition bonus. Also includes $10,865 and $10,417
bonus paid under our Christmas bonus plan in 2008 and 2007, respectively.5.
    
    Represents Company matching contributions to the named executive officers 401(k)
savings account. In 2009, these contributions were made in cash; in prior years, all
contributions were made with our common stock.6.
    
    Includes $238,634, $534,426, and $440,602 for bonus paid to Mr. Pennington under the
Management Plan in 2009, 2008, and 2007, respectively. In 2009 and 2008, respectively,
also includes $81,702 and $40,851 retention bonus. Also includes $10,213 and $9,792 bonus
paid under our Christmas bonus plan in 2008 and 2007, respectively.7.
    
    Includes $174,569, $320,952 and $252,253 for bonus paid to Mr. Breaux under the
Management Plan in 2009, 2008 and 2007, respectively. In 2009 and 2008, respectively, also
includes $78,225 and $39,113 retention bonus. Includes $9,778 and $9,374 bonus paid under
our Christmas bonus plan in 2008 and 2007, respectively.8.
    
    Includes $127,934 and $186,868 for bonus paid to Mr. Ives under the Management Plan in
2009 and 2008, respectively. In 2009 and 2008, respectively, also includes $57,973 and
$28,987 retention bonus paid under the Meridian Resource & Exploration LLC Retention
Incentive Compensation Plan. Also includes $10,000 and $10,395 discretionary performance
recognition bonus in 2009 and 2008, respectively. In 2008, also includes $7,247 bonus paid
under our Christmas bonus plan. Grants of Plan-Based Awards
  OptionStock
    
    Awards:
    
    
    
    
    
    Grant DateAwards:
    
    Number of
    
    Exercise Price
    
    Fair Value ofNumber of
    
    securities
    
    of Option
    
    Stock andshares of
    
    underlying
    
    Awards ($ /
    
    OptionName
    
    Grant Date
    
    stock (#)
    
    options (#)
    
    Sh)
    
    Awards ($)Paul D. Ching
    
    01/02/2009
    
    
    
    
    250,000
    
    
    $
    0.58
    
    
    $
    62,500
 14




---



##### Table of Contents



Narrative to Summary Compensation Table
 Employment Agreements
  Well Bonus Plans
  th th
   Retention Bonus
  15




---



##### Table of Contents



Long-Term Incentive Plans
  Discretionary Cash Bonus
  16




---



##### Table of Contents



Outstanding Equity Awards at Year End
 Option Awards
    
    
    Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    PlanPlan
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    of
    
    Value ofAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    UnearnedNumber
    
    
    
    
    
    
    
    
    
    Number of
    
    Market Value of
    
    Shares,
    
    Shares,Number
    
    Number of
    
    of
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Units or
    
    Units orof
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Other
    
    OtherSecurities
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Stock
    
    Stock
    
    Rights
    
    RightsUnderlying
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    That
    
    That
    
    That
    
    ThatUnexercised
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have NotOptions
    
    Unexercisable
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable (#)
    
    (#)
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Paul D. Ching
    
    
    7,500
    (1)
    
    
    7,500
    (1)
    
    
    
    
    
    
    1.79
    
    
    
    01/02/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,750
    (1)
    
    
    11,250
    (1)
    
    
    
    
    
    
    2.83
    
    
    
    08/06/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,000
    (2)
    
    
    125,000
    (2)
    
    
    
    
    
    
    0.58
    
    
    
    01/02/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lloyd V. DeLano
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Alan S. Pennington
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    A. Dale Breaux
    
    
    15,000
    (3)
    
    
    
    
    
    
    
    
    
    
    3.00
    
    
    
    7/24/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Steven G. Ives
    
    
    1,500
    (4)
    
    
    
    
    
    
    
    
    
    
    3.99
    
    
    
    11/05/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 1.
    
    Options vest 25% on the first and second anniversary of grant date, and 50% on the third
anniversary of grant date. Grant dates were January 2, 2008 and August 6, 2008 for these
two grants, respectively.2.
    
    Options granted on January 2, 2009, vesting 50% on each of the first and second
six-month anniversaries of the grant date. These options were granted in conjunction with
Mr. Chings appointment as interim CEO and President.3.
    
    Mr. Breauxs options were granted on July 24, 2002 and utilized a three-year vesting
schedule (25% on the date of grant, and 25% on each of the first, second, and third
anniversaries of the grant date). 17




---



##### Table of Contents



4.
    
    Mr. Ives options were granted on November 5, 2001 and utilized a three-year vesting
schedule (25% on the date of grant, and 25% on each of the first, second, and third
anniversaries of the grant date).  Option Exercises and Stock Vested
 Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized on
    
    Acquired on
    
    Value Realized onName
    
    Exercise (#)
    
    Exercise ($)
    
    Vesting (#)
    
    Vesting ($)Paul D. Ching
    
    
    
    
    
    
    
    
    
    
    15,873
    
    
    $
    5,238
 Pension Benefits
  Nonqualified Deferred Compensation
  Potential Payments Upon Termination or Change-in-Control
 Employment Agreement with Paul D. Ching
  Termination of Employment Due to Death, Disability or for Cause
  18




---



##### Table of Contents



Termination of Employment Without Cause, or Termination of Employment for Good Reason
  Termination of Employment after a Change of Control
   
    
    acquisition by any person of more than 50% of our common stock;
    
    certain changes in the composition of the individuals constituting a majority of the
members of the Board of Directors, except for changes approved by the existing Board;
    
    a merger or other transaction, unless at least 50% of the voting power of the
surviving entity is held by at least 50% of the holders of our voting securities
immediately prior to the transaction; or
    
    a sale of more than 50% of our assets.
  
    
    our failure to pay Mr. Ching in accordance with his employment agreement; or
    
    our failure to comply with any material provision of his employment agreement.
  
    
    his conviction of a felony or crime involving moral turpitude;
    
    his engaging in conduct amounting to fraud, dishonesty, gross negligence, willful
misconduct or conduct that is unprofessional, unethical or detrimental to our
reputation; or
    
    his failure to perform his duties under his employment agreement.
 Employment Agreement with Lloyd V. DeLano
  19




---



##### Table of Contents



Termination of Employment Due to Death, Disability or for Cause
  Termination of Employment Without Cause or Termination by the Employee for Good Reason
  Termination of Employment after a Change in Control
  20




---



##### Table of Contents




    
    a merger or other transaction, unless at least 70% of the voting power of the
surviving entity is held by at least 70% of the holders of our voting securities
immediately prior to the transaction; or
    
    acquisition by any person, other than a Specified Owner*, as defined, of more
than 30% of the voting power of our outstanding securities; or
    
    a sale, transfer, lease, or other disposition of all or substantially all of the
Companys assets unless: (1) at least 70% of the voting power of the acquiring
entity or its parent is held by at least 70% of the holders of the Companys voting
securities immediately prior to the transaction, in substantially the same
proportions as they held voting shares of the Companys stock immediately prior to
the transaction; or (2) the individuals who comprise the Companys board of
directors constitute a majority of the members of the board or other governing body
of the acquiring entity or its parent company; or
    
    the individuals comprising the Companys board of directors or their incumbents
cease to be a majority of the board of directors (incumbent directors are defined
generally as those
nominated or appointed by members of the current board or by members who become
incumbents); or
    
    Company stockholders approve a plan of complete dissolution or liquidation.
 
 *
    
    Specified Owners is defined as including the Company or its affiliates; any employee
benefit plan it sponsors or maintains; owners of more than 50% of the Companys voting stock who
acquired the stock either directly from the Company or from Joseph A. Reeves, Jr. or Michael J.
Mayell; Messrs. Reeves or Mayell; an owner of more than 50% of the Companys voting stock who
achieved this ownership through a merger if at least 70% of the voting shares of the surviving
entity or its parent are owned by the holders of the Companys voting securities immediately prior
to the transaction, in substantially the same proportions as they held voting shares of the
Companys stock immediately prior to the transaction.  
    
    our failure to pay Mr. DeLano in accordance with his employment agreement, or to
comply with any material provision of the agreement;
    
    a material change in the scope of Mr. DeLanos duties and responsibilities, his
facilities and secretarial assistance, or his direct report (which is the CEO);
    
    the assignment of Mr. DeLano to an office location more than 30 miles distant
from the Companys current location;
    
    failure of the Company to comply with any indemnification agreement provided to
Mr. DeLano; or
    
    the refusal to assume the employment agreement by any Company successor or
assign.
  
    
    his conviction of a felony or a crime of moral turpitude;
    
    his failure or refusal to comply with our policies;
 21




---



##### Table of Contents




    
    his engaging in conduct amounting to fraud, dishonesty, gross negligence,
willful misconduct or conduct that is unprofessional, unethical or detrimental to
our reputation; or
    
    his failure to diligently perform his duties under his employment agreement.
 Participation by Mr. DeLano in the Management Well Bonus Plan
  Employment Agreement with Alan S. Pennington
  Termination Payments to Mr. Pennington
     22




---



##### Table of Contents



Participation by Mr. Pennington in the Management Well Bonus Plan
  Employment Agreement with A. Dale Breaux
  Termination Payments to Mr. Breaux
     23




---



##### Table of Contents



Participation by Mr. Breaux in the Management Well Bonus Plan
  Employment Agreement with Steven G. Ives
  Termination Payments to Mr. Ives
     24




---



##### Table of Contents



Participation by Mr. Ives in the Management Well Bonus Plan
  DIRECTOR COMPENSATION
  Change inFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    PensionEarned
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value andor
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    NonqualifiedPaid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherCash
    
    Awards
    
    Awards(9)
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)E. L. Henry(1)
    
    
    46,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,000Joe Kares(2)
    
    
    39,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    251,559
    (9)(10)
    
    
    291,059(resigned)G. M. Byrd Larberg(3)
    
    
    34,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,625
    (11)
    
    
    78,125(resigned)Michael J. Mayell
    
    
    43,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    246,301
    (12)
    
    
    289,301Gary A. Messersmith(4)
    
    
    37,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    295,798
    (13)(14)
    
    
    333,298(resigned)C. Mark Pearson(5)
    
    
    48,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,250John B. Simmons(6)
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000Joseph A. Reeves
    
    
    43,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    245,910
    (15)
    
    
    288,910David W. Tauber(7)
    
    
    23,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,500Fenner R. Weller(8)
    
    
    50,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,500
 25




---



##### Table of Contents



1.
    
    Mr. Henry is a Member of the Board Affairs Committee and is Chairman of the
Compensation Committee. He holds options to purchase 15,000 shares of our common stock.2.
    
    Mr. Kares resigned from the Board of Directors effective October 13, 2009. He holds no
options to purchase shares of our common stock.3.
    
    Mr. Larberg resigned from the Board of Directors effective October 13, 2009. He holds
no options to purchase shares of our common stock.4.
    
    Mr. Messersmith resigned from the Board of Directors effective October 13, 2009. He
holds no options to purchase shares of our common stock.5.
    
    Mr. Pearson is a Member of the Board Affairs Committee and the Compensation Committee.
Mr. Pearson holds options to purchase 30,000 shares of our common stock.6.
    
    Mr. Simmons is Chairman of the Audit Committee. He holds options to purchase 15,000
shares of our common stock.7.
    
    Mr. Tauber resigned from the Board of Directors as of July 9, 2009. Mr. Tauber holds
no options to purchase shares of our common stock.8.
    
    Mr. Weller is a Member of the Audit Committee and the Compensation Committee. Mr.
Weller holds options to purchase 30,000 shares of our common stock.9.
    
    Includes $101,184 paid to Mr. Kares as a bonus under the Management Well Bonus Plan.
See Narrative to Summary Compensation Table  Well Bonus Plans for further information.
Mr. Kares participation in the plan is 1/4th of 1%.10.
    
    Includes $150,375 in fees paid to Kares & Cihlar, an accounting firm of which Mr. Kares
is a partner. The fees were for accounting services.11.
    
    Includes $43,625 in consulting fees paid to Mr. Larberg for his work for the Company in
the area of portfolio management.12.
    
    Includes $210,385 in consulting fees paid to Mr. Mayell for service related to the
transition of management in early 2009, $13,000 in matching funds paid to his 401(k)
savings account, $21,092 in premiums for health and basic life insurance paid by the
Company, and $1,824 estimated personal use of club memberships provided by the Company
under the terms of his 2008 compensation termination agreement. Mr.
Mayell owns warrants to purchase 936,499 shares of our common stock.13.
    
    Includes $159,048 paid to Mr. Messersmith as a bonus under the Management Well Bonus
Plan. See Narrative to Summary Compensation Table  Well Bonus Plans for further
information. Mr. Messersmith participation in the plan is 1/4th of 1%.14.
    
    Includes $136,750 in fees paid to Looper, Reed & McGraw, a law firm of which Mr.
Messersmith is a member.15.
    
    Includes $210,385 in consulting fees paid to Mr. Reeves for service related to the
transition of management in early 2009, $6,835 in matching funds paid to his 401(k) savings
account, $21,092 in premiums for health and basic life insurance paid by the Company, and
$7,598 estimated personal use of club memberships provided by the Company under the terms
of his 2008 compensation termination agreement. Mr. Reeves owns
warrants to purchase 936,499 shares of our common stock.  26




---



##### Table of Contents



27




---



##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
  Number ofSharesBeneficiallyName
    
    Owned (1)
    
    PercentPaul D. Ching (2)
    
    
    152,123
    
    
    
    *Lloyd V. DeLano
    
    
    79,096
    
    
    
    *Allen D. Breaux (3)
    
    
    71,104
    
    
    
    *Steven G.
Ives (10)
    
    
    35,435
    
    
    
    *Alan S. Pennington
    
    
    57,334
    
    
    
    *E. L. Henry (4)
    
    
    28,000
    
    
    
    *Michael J. Mayell (5)
    
    
    2,680,760
    
    
    
    2.87
    %C. Mark Pearson (6)
    
    
    30,000
    
    
    
    *Joseph A. Reeves, Jr. (7)
    
    
    2,900,509
    
    
    
    3.11
    %John B. Simmons (8)
    
    
    15,000
    
    
    
    *Fenner R. Weller, Jr. (9)
    
    
    52,500
    
    
    
    *All executive officers and directors as a group
(11 persons) (2), (3), (4), (5), (6), (7), (8),
and(9)
    
    
    6,101,861
    
    
    
    6.45
    %
 
 *
    
    Less than one percent.1.
    
    Shares of Common Stock which are not outstanding but which can be acquired by a
person upon exercise of an option or warrant within sixty days are deemed outstanding
for the purpose of computing the percentage of outstanding shares beneficially owned by
such person. Each such person has sole voting and dispositive power for its shares of
Common Stock, unless otherwise noted.2.
    
    Includes 136,250 shares of Common Stock that Mr. Ching has the right to acquire
upon the exercise of stock options. Excludes 143,750 shares of Common Stock underlying
options owned by Mr. Ching that are not exercisable within 60 days.3.
    
    Includes 15,000 shares of Common Stock that Mr. Breaux has the right to acquire
upon the exercise of stock options. 28




---



##### Table of Contents



4.
    
    Includes 15,000 shares of Common Stock that Mr. Henry has the right to acquire
upon the exercise of stock options.5.
    
    Includes 936,499 shares of Common Stock that Mr. Mayell has the right to
acquire upon the exercise of the General Partner Warrants. For
further information on the General Partner Warrants, see Footnote 10 to the
Consolidated Financial Statements included in our 2009 Original Report on Form 10-K. Mr.
Mayells business address is Sydson Energy, 4600 Post Oak Place Dr., Suite 306,
Houston, TX, 77027.6.
    
    Includes 30,000 shares of Common Stock that Mr. Pearson has the right to
acquire upon the exercise of stock options.7.
    
    Includes 936,499 shares of Common Stock that Mr. Reeves has the right to
acquire upon the exercise of the General Partner Warrants. For further information on
the General Partner Warrants, see Footnote 10 to the Consolidated Financial Statements
included in our 2009 Original Report on Form 10-K. Mr. Reeves business address is
Matrix Energy, LLC, 1401 Enclave Parkway, Suite 300, Houston, Texas 77077.8.
    
    Includes 15,000 shares of Common Stock that Mr. Simmons has the right to
acquire upon the exercise of stock options.9.
    
    Includes 18,750 shares of Common Stock that Mr. Weller has the right to acquire
upon the exercise of stock options. Excludes 11,250 shares of Common Stock underlying
options that are not exercisable within 60 days.10.
    
    Includes 1,500 shares that Mr. Ives has the right to acquire
upon the exercise of stock options. 29




---



##### Table of Contents



STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  Number ofSharesBeneficiallyName and Address of Beneficial Owner
    
    Owned
    
    PercentDonald Smith & Co. (1)
    
    
    7,067,939
    
    
    
    7.64
    %152 West 57th StreetNew York, NY 10019Dimensional Fund Advisors Inc. (2)
    
    
    5,279,173
    
    
    
    5.71
    %Pallisades West, Building One6300 Bee Cave RoadAustin, Texas 78746Bradley Louis Radoff (3)
    
    
    5,400,000
    
    
    
    5.84
    %1177 West Loop South, Suite 1625Houston, TX 77027
 
 (1)
    
    This information is based on information contained in a Schedule 13G filing made by
Donald Smith & Co., Inc. with the Securities and Exchange Commission on February 11, 2010.
All securities reported in this schedule are owned by advisory clients of Donald Smith &
Co., Inc., no one of which, to the knowledge of Donald Smith & Co., Inc., owns more than 5%
of the class.(2)
    
    This information is based on information contained in a Schedule 13G/A filing made
by Dimensional Fund Advisors Inc. (Dimensional) with the Securities and Exchange
Commission on February 8, 2010. Dimensional, an investment advisor registered under Section
203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment
companies registered under the Investment Company Act of 1940, and serves as investment
manager to certain other commingled group trusts and separate accounts. These investment
companies, trusts and accounts are the Funds. In its role as investment advisor or
manager, Dimensional possesses investment and/or voting power over common stock held by the
Funds. However, all securities reported by Dimensional are owned by the Funds, none of
which, to the knowledge of Dimensional, owns more than 5% of the class.(3)
    
    This information is based on information contained in a Schedule 13G filing made by
Bradley Louis Radoff with the Securities and Exchange Commission on January 26, 2010. 30




---



##### Table of Contents



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
  Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    
    Weighted-average
    
    
    equity compensationbe issued upon exercise
    
    
    exercise price of
    
    
    plansof outstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    2,276,998
    
    
    $
    0.36
    
    
    
    4,140,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,276,998
    
    
    $
    0.36
    
    
    
    4,140,000
 Proposed
Merger
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Transactions
   31




---



##### Table of Contents



32




---



##### Table of Contents



33




---



##### Table of Contents



Board Independence, Board Leadership Structure, and Risk Oversight
     
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  34




---



##### Table of Contents



Audit Fees
  2009
    
    2008Audit Fees
    
    $
    495,727
    
    
    $
    530,349
  35




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
    10.55
    
    Twelfth Amendment to Forbearance and Amendment Agreement,
dated as of April 15, 2010, among The Meridian Resource Corporation,
certain of its subsidiaries, Fortis Capital Corp., as administrative
agent, and the several banks, financial institutions and other
entities from time to time parties to the Amended and Restated Credit
Agreement, dated as of December 23, 2004, as amended, among The
Meridian Resource Corporation, Fortis Capital Corp., as administrative
agent, and the lenders party thereto (incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K filed
April 20, 2010).10.56
    
    Second Amendment to Compromise and Settlement Agreement,
dated April 15, 2010, among The Meridian Resource Corporation, Shell
Oil Company and SWEPI, LP (incorporated by reference to Exhibit 10.2
of the Companys Current Report on Form 8-K filed April 20,
2010).*31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under
the Securities Exchange Act of 1934, as amended.*31.2
    
    Certification of Chief Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under
the Securities Exchange Act of 1934, as amended.*32.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under
the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.*32.2
    
    Certification Chief Accounting Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the
Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
  36




---



##### Table of Contents

s

SIGNATURES
  THE MERIDIAN RESOURCE CORPORATION
 BY:

/s/              PAUL D. CHINGChief Executive Officer(Principal Executive Officer)   Name
    
    Title
    
    DateBY:
    
    /s/                PAUL D. CHING

Paul D. Ching
    
    Chief Executive Officer 
(Principal Executive Officer)
Director and Chairman of the Board
    
    April 30, 2010BY:
    
    /s/              LLOYD V. DELANO

Lloyd V. DeLano
    
    Chief Accounting Officer
    
    April 30, 2010BY:
    
    /s/           JOSEPH A. REEVES, JR.

Joseph A. Reeves, Jr.
    
    Director
    
    April 30, 2010BY:
    
    /s/

           MICHAEL J. MAYELL

Michael J. Mayell
    
    Director
    
    April 30, 2010BY:
    
    /s/                     E. L. HENRY

E. L. Henry
    
    Director
    
    April 30, 2010BY:
    
    /s/             JOHN B. SIMMONS

John B. Simmons
    
    Director
    
    April 30, 2010BY:
    

/s/           FENNER
R. WELLER, JR.

Fenner R. Weller, Jr.
    
    Director
    
    April 30, 2010BY:
    
    /s/              C. MARK PEARSON

C. Mark Pearson
    
    Director
    
    April 30, 2010