**EXHIBIT 10.23**
**REMINGTON OIL AND GAS CORPORATION**
**EMPLOYEE SEVERANCE PLAN**
 

 

**I.**
**DEFINITIONS AND CONSTRUCTION**
      1.1 **Definitions**. Where the following words and phrases appear in the Plan, they shallhave the respective meanings set forth below, unless their context clearly indicates to thecontrary.
      (a) **“Base Salary”**shall mean the annual rate of base compensation paid by the Companyto a Covered Employee (including amounts which the Covered Employee could have received incash had he not elected to contribute to an employee benefit plan maintained by theCompany), excluding overtime pay, bonuses, employee benefits, automobile allowances, addedpremiums, differentials, and all forms of incentive compensation. Base Salary shall bedetermined effective as of the date of the Covered Employee’s termination. A **“Month’s BasePay”**shall mean Base Salary divided by twelve.
      (b) **“Change of Control”**shall be deemed to have occurred upon any of the followingevents:
      **(1)**A merger or consolidation to which the Company is a part if the individualsand entities who were stockholders of the Company immediately prior to the effectivedate of such a merger or consolidation have beneficial ownership (as defined in Rule13d-3 under the Exchange Act) of less than 50% of the total combined voting powerfor election of directors of the surviving corporation following the effective dateof such merger or consolidation;
      **(2)**The acquisition or holding of direct or indirect beneficial ownership (asdefined under Rule 13d-3 of the Exchange Act) of securities of the Companyrepresenting the aggregate 30% or more of the total combined voting power of theCompany’s then issued and outstanding voting securities by any person, entity orgroup of associated persons or entities acting in concert, other than an employeebenefit plan of the Company or of any subsidiary of the Company, or any entityholding such securities for or pursuant to the terms of any such plan. TheDirectors may, by a majority vote, determine the acquisition of 30%-49.9% is not ahostile action and therefore does not trigger a change of control.
      **(3)**The sale of all or substantially all of the assets of the Company to anyperson or entity that is not a wholly owned subsidiary of the Company; or
      **(4)**The approval by the stockholders of the Company of any plan or proposal forthe liquidation of the Company or its material subsidiaries, other than into theCompany.
      (c) **“Code”**means the Internal Revenue Code of 1986 as amended.
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      (d) **“Committee”**shall mean the committee appointed by the Company to administer thePlan.
      (e) **“Covered Employee”**shall mean any individual who is a regular full-time employee ofthe Company on the Effective Date of the Plan, or any individual employed as a regularfull-time employee of the Company after the Effective Date of the Plan who has completed sixmonths of service. “Covered Employee” shall not include the Chief Executive Officer, theChief Operating Officer or any other employee who is eligible for severance under any othercontract or arrangement with the Company.
      (f) **“Effective Date”**shall mean January 1, 2005.
      (g) **“Company”**shall mean Remington Oil and Gas Corporation.
      (h) **“Directors”**shall mean the Board of Directors of the Company.
      (i) **“Disability”**shall mean as to exempt and non-exempt employees a condition entitlingthe Covered Employee to benefits under the Company’s short-term or long-term disability planand as to officers and selected exempt employees shall mean a physical or mental infirmitywhich impairs the Covered Employee’s ability to substantially perform the Covered Employee’sduties, which continues for a period of at least one hundred eighty (180) continuous days.
      (j) **“Good Reason”**shall mean the occurrence after a Change in Control of any of thefollowing events or conditions: (1) a reduction in the Covered Employee’s combined BaseSalary and bonus opportunity of more than 10%, (2) a material reduction in benefits withoutsubstitution of benefits that are substantially comparable in the aggregate, or (3) thepermanent relocation of a Covered Employee’s principal place of employment with the Companyto a location that is more than 40 miles from such Covered Employee’s prior principal placeof employment.
      (k) **“Involuntary Termination”**shall mean any termination, on or after the EffectiveDate, of a Covered Employee’s employment with the Company which does not result from avoluntary resignation or retirement by the Covered Employee; provided, however, the term“Involuntary Termination” shall not include:
      (1) a Termination for Cause;
      (2) a termination as a result of the Covered Employee’s death;
      (3) any termination as the result of the CoveredEmployee’s Disability;
      (4) a termination by the Covered Employee for Good Reason; or
      (5) any termination which the Company expects to be of short duration andpursuant to which the Covered Employee is subject to reemployment with the Companywithin a reasonable period of time (as determined by the Committee).
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      (l) **“Plan”**shall mean the Remington Oil and Gas Corporation Employee Severance Plan.
      (m) **“Termination for Cause”**shall mean any termination of a Covered Employee’semployment with the Company by reason of the Covered Employee’s (1) conviction of any felonyor of a misdemeanor involving moral turpitude, (2) material failure to perform his duties orresponsibilities in a manner satisfactory to the Company, (3) engagement in conduct which isinjurious (monetarily or otherwise) to the Company or any of its affiliates (including,without limitation, misuse of the Company’s or an affiliate’s funds or other property), (4)engagement in business activities which are in conflict with the business interests of theCompany, (5) insubordination, (6) engagement in conduct which is in violation of theCompany’s safety rules or standards or which otherwise causes injury to another employee orany other person, (7) engagement in conduct which is in violation of any policy or work ruleof the Company or (8) engagement in conduct which is in violation of the Company’sguidelines for appropriate employee conduct or which is otherwise inappropriate in theoffice or work environment. Termination for Cause shall be determined in the solegood-faith discretion of the Committee.
      (n) **“Year of Service”**shall mean, with respect to a particular Covered Employee, eachfull year of such Covered Employee’s continuous employment by the Company from his mostrecent date of hire to the date his employment is subject to an Involuntary Termination.
      1.2 **Number and Gender**. Wherever appropriate herein, word used in the singular shallbe considered to include the plural and the plural to include the singular. The masculine gender,where appearing in this Plan, shall be deemed to include the feminine gender.
      1.3 **Headings**. The headings of Articles and Sections herein are included solely forconvenience and if there is any conflict between such headings and the text of the Plan, the textshall control.
**II.**
**SEVERANCE BENEFITS**
      2.1 **Severance Benefits.** Subject to the provisions of Section 2.2 hereof, if a CoveredEmployee’s employment by the Company is terminated and such Covered Employee is not entitled toseverance benefits under an individual contract, agreement or arrangement, or if such CoveredEmployee waives his rights to any severance benefits to which he may be entitled under anindividual contract, agreement or arrangement, then the Covered Employee shall be entitled toseverance benefits as provided in this Section 2.1. A Covered Employee’s entitlement to severancebenefits under the Plan depends upon the Covered Employee’s employment classification and thecircumstance of the Covered Employee’s termination of employment. Upon termination of the CoveredEmployee’s employment, the Covered Employee shall be entitled to the severance benefits as follows:
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      (A) **Officers and Selected Exempt Employees.**With respect to a particular Covered Employee whois classified by the Company as an officer or is classified by the Company as an exempt employeeand is selected by the Committee for purposes of the Plan, the Covered Employee will be entitled toseverance benefits as follows:
         (1) If the Covered Employee’s employment with the Company is terminated by reason of theCovered Employee’s death or Disability, the Company shall pay the Covered Employee or the CoveredEmployee’s beneficiaries the Covered Employee’s accrued Base Salary through the termination dateand, in addition thereto, an amount equal to the Covered Employee’s target bonus multiplied by afraction, the numerator of which is the number of days in such plan year through termination dateand the denominator of which is 365.
         (2) If the Covered Employee’s employment with the Company is subject to an InvoluntaryTermination not in connection with a Change of Control, the Covered Employee shall be entitled tothe following: (a) the Company shall pay the Covered Employee a lump sum cash payment, as soon as administratively feasible after theCovered Employee’s termination, an amount equal to 1 times the sum of (i) the Covered Employee’sthen current Base Salary and (ii) the Covered Employee’s average annual incentive bonus paid duringthe last three years, (b) all stock options, restricted stock and other equity compensation awardsgranted the Covered Employee shall be subject to the terms of the grant agreement, other signedagreements and plan under which they were granted (c) for a term of one (1) year following thetermination date, or until the Covered Employee gains new employment with substantially similarbenefits, the Company, at its expense, shall provide the Covered Employee and his or her immediatefamily the same level of group medical and dental benefits as provided to active employees, (d) theCompany shall provide the Covered Employee twelve (12) months of out placement services at theCompany’s sole expense, and (e) all non-qualified deferred compensation benefits of the CoveredEmployee shall be immediately vested and subject to an immediate distribution; provided, however,that if the Covered Employee is a key employee (as defined in section 416(i) or the Code withoutregard to paragraph (5) thereof) of the Company and the Company’s stock is publicly traded on anestablished securities market or otherwise, then any amounts described above which are “deferredcompensation” under section 409A of the Code shall not be paid or commence until the date that issix (6) months after the termination date. The provision of group medical and dental benefits shallstart and run concurrently with any continuation coverage as may be elected by the Covered Employeeunder the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).
         (3) If the Covered Employee’s employment with Company is subject to an InvoluntaryTermination within two (2) years following a Change of Control, or if the Covered Employeeterminates his employment with the Company for Good Reason within two (2) years following a Changeof Control: (a) the Company shall pay the Covered Employee a lump sum cash payment, as soon as administratively feasible after the CoveredEmployee’s termination, an amount equal to 2 times the sum of (i) the Covered Employee’s thencurrent Base Salary and (ii) the Covered Employee’s maximum annual incentive opportunity, (b) allstock options, restricted stock and other equity compensation awards granted the Covered Employeeshall be subject to the terms of the grant agreement and plan under which they were granted (c) fora term of two (2) years following the termination date, or until the Covered Employee gains newemployment with substantially similar benefits,
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the Company, at its expense, shall provide the Covered Employee and his or her immediate family thesame level of group medical and dental benefits as provided to active employees (d) the Companyshall provide the Covered Employee twelve (12) months of out placement services at the Company’ssole expense, and (e) all non-qualified deferred compensation benefits of the Covered Employeeshall be immediately vested and subject to an immediate distribution; provided, however, that ifthe Covered Employee is a key employee (as defined in section 416(i) or the Code without regard toparagraph (5) thereof) of the Company and the Company’s stock is publicly traded on an establishedsecurities market or otherwise, then any amounts described above which are “deferred compensation”under section 409A of the Code shall not be paid or commence until the date that is six (6) monthsafter the termination date. The provision of group medical and dental benefits shall start and runconcurrently with any continuation coverage as may be elected by the Covered Employee under theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).
      (B) **Exempt and Non-Exempt Employees.**With respect to a particular Covered Employee who isclassified by the Company as an exempt or non-exempt employee, but is not covered by Section 2.1(A)above, the Covered Employee will be entitled to severance benefits as follows:
         (1) If the Covered Employee’s employment with the Company is terminated by reason of theCovered Employee’s death or Disability, the Company shall pay the Covered Employee’s accrued BaseSalary through the termination date, and in addition thereto, an amount equal to the CoveredEmployee’s target bonus multiplied by a fraction, the numerator of which is the number of days insuch plan year through termination date and the denominator of which is 365.
         (2) If the Covered Employee’s employment with the Company is subject to an InvoluntaryTermination or, if within one (1) year following a Change of Control the Covered Employeeterminates his employment with Good Reason, the Covered Employee shall be entitled to thefollowing: (a) the Company shall pay the Covered Employee a lump sum cash payment, as soon asadministratively feasible after the Covered Employee’s termination, an amount equal to the greaterof (1) 6 Months’ Base Pay or (2) 1 Month’s Base Pay for each of such Covered Employee’s Years ofService up to a maximum of 9 Month’s Base Pay, (b) all stock options, restricted stock and otherequity compensation awards granted the Covered Employee shall be subject to the terms of the grantagreement and plan under which they were granted and (c) for a term of six months, or if greaterfor a term equal to the number of months for each Covered Employee’s Years of Service up to amaximum of 9 months, following the termination date, or until the Covered Employee gains newemployment with substantially similar benefits, the Company, at its expense, shall provide theCovered Employee and his or her immediate family the same level of group medical and dentalbenefits as provided to active employees. Notwithstanding the foregoing, if the Covered Employeeis a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5)thereof) of the Company, and the Company’s Stock is publicly traded on an established securitiesmarket or otherwise, then any amounts described above which are “deferred compensation” shall notbe paid or commence until the date that is six (6) months after the termination date. Theprovision of group medical and dental benefits shall start and run concurrently with anycontinuation coverage as
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may be elected by the Covered Employee under the Consolidated Omnibus Budget Reconciliation Act of1985, as amended (“COBRA”).
      2.2 **Other Severance Arrangements**. Severance payments provided herein shall be subjectto any required tax withholding. If a Covered Employee is entitled to severance benefits under anindividual contract, agreement or arrangement and does not waive such entitlement to severancebenefits under such contract, agreement or arrangement, such Covered Employee shall not be entitledto any severance benefits pursuant to the Plan but shall instead be entitled to severance benefitsin such amount and form as are provided pursuant to the terms of such contract, agreement orarrangement (which contract, agreement or arrangement is hereby incorporated by reference and madea part of this Plan).
      2.3 **Release and Full Settlement**. As a condition to the receipt of any severancebenefits hereunder, the Company, in its sole discretion, may require a Covered Employee whoseemployment by the Company has been subject to an Involuntary Termination to first execute arelease, in the form established by the Company, releasing the Company, its shareholders, partners,officers, directors, employees, attorneys and agents from any and all claims and from any and allcauses of action of any kind or character, including but not limited to all claims or causes ofaction arising out of such Covered Employee’s employment with the Company or the termination ofsuch employment, and the performance of the Company’s obligations hereunder and the receipt of thebenefits provided hereunder by such Covered Employee shall constitute full settlement of all suchclaims and causes of action.
      2.4 **Excise Tax Payments**. In the event that any payment, award, benefit ordistribution (or any acceleration of any payment, award, benefit or distribution) made or providedto or for the benefit of a Covered Employee in connection with this Agreement, or CoveredEmployee’s employment with Company or the termination thereof (the “Payments”) are determined to besubject to the excise tax imposed by Sections 409A or 4999 of the Code or any interest or penaltieswith respect to such excise taxes (such excise taxes, together with any such interest andpenalties, are collectively referred to as the “Excise Tax”), then the Employee shall be entitledto receive an additional payment (a “Gross-Up Payment”) from Company such that the net amountreceived by the Employee after paying any applicable Excise Tax and any federal, state or localincome or FICA taxes on such Gross-Up Payment, shall be equal to the amount the Employee would havereceived if such Excise Tax were not applicable to the Payments. All determinations of the ExciseTax and Gross-Up Payment, if any, shall be made by tax counsel acceptable to the Employee. Forpurposes of determining the amount of the Gross-Up Payment, if any, the Employee shall be deemed topay federal income tax at the highest marginal rate of federal income taxation in the calendar yearin which the total Payments are made and State and local income taxes at the highest marginal rateof taxation in the State and locality of the Employee’s residence on the date the total Paymentsare made, net of the maximum reduction in federal income taxes which could be obtained fromdeduction of such State and local taxes. In the event that the Excise Tax is determined by theIRS, on audit or otherwise, to exceed the amount taken into account hereunder in calculating theGross-Up Payment (including by reason of any payment the existence or amount of which cannot bedetermined at the time of the Gross-Up Payment), the Company shall make another Gross-Up Payment inrespect of such excess (plus any interest, penalties or additions payable by the Employee withrespect to such excess) within the ten (10) business days immediately following
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the date that the amount of such excess is finally determined. The Employee and the Companyshall each reasonably cooperate with the other in connection with any administrative or judicialproceedings concerning the existence or amount of liability for Excise Tax with respect to thetotal Payments. The Gross-Up Payments provided to the Employee shall be made not later than thetenth (10th) business day following the last date the Payments are made.
      2.5 **Confidential Information**. In consideration of the receipt of severance benefits,hereunder, each Covered Employee who is classified by the Company as an officer or is classified bythe Company as an exempt employee and is selected by the Committee for purposes of the Plan, willnot, without the prior written consent of the Company, for a period of three (3) years followingthe Covered Employee’s termination date, except as may be required by any competent legalauthority, use or disclose to any person, firm or other legal authority, any confidential record,secret or information related to the Company or any of its subsidiaries.
      2.6 **Covenant Against Competition**. In consideration of receipt of any severancebenefits hereunder, each Covered Employee who is classified by the Company as an officer or isclassified by the Company as an exempt employee and is selected by the Committee for purposes ofthe Plan, for a period of one (1) year following the Covered Employee’s termination date wheretermination occurred without a Change of Control, the Covered Employee shall not have any interestin or be engaged by any business or enterprise that is in the business of exploring for,developing, or producing hydrocarbons in specific areas where the Company has interest at the timeof the Covered Employee’s termination. Company interest shall be deemed an area within a two (2)mile radius from the current owned acreage, offshore block, concession, or active prospect area.For purposes of this Section, the Covered Employee shall be deemed to have an “interest in or beengaged by a business or enterprise” if the Covered Employee acts (a) individually, (b) as apartner, officer, director, shareholder, employee, associate, agent or owner of an entity, or (c)as an advisor, consultant, leader or other person related directly or indirectly, to any businessor entity that is engaging in, or is planning to engage in, exploring for, developing, or producinghydrocarbon in specific areas where the Company has interests (“the Prohibited Activity”).Ownership of less than five percent (5%) of the outstanding capital stock of a publicly tradedentity that engages in any Prohibited Activity shall not be in violation of this Section.
      2.7 **Non-Solicitation**. In consideration of receipt of any severance benefitshereunder, each Covered Employee who is classified by the Company as an officer or is classified bythe Company as an exempt employee and is selected by the Committee for purposes of the Plan, for aperiod of one (1) year following the Covered Employee’s termination date, the Covered Employee willnot, directly or indirectly, in any manner or capacity induce any person to discontinue his or heremployment in the Company or the Company’s successor or to interfere with the business of theCompany or the Company’s successor.
      2.8 **Liquidated Damages**. If a Covered Employee who is classified by the Company as anofficer or is classified by the Company as an exempt employee and is selected by the Committee forpurposes of the Plan and who has received severance benefits pursuant to Section 2.1 above is foundby the Committee to be in violation of the confidentiality, non-competition, and/ornon-solicitation provisions as described in Sections 2.5, 2.6, and 2.7 above, then the CoveredEmployee shall be required to repay to the Company as liquidated damages the full
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amount of severance received by the Covered Employee. Any payment required pursuant to thisSection shall be due and payable in a single lump sum within 30 days of written notice to suchCovered Employee of such Committee’s finding.
      2.9 **Mitigation**. A Covered Employee shall not be required to mitigate the amount ofany payment provided for in this Article II by seeking other employment or otherwise, nor shall theamount of any payment provided for in this Article II be reduced by any compensation or benefitearned by the Covered Employee as the result of employment by another employer or by retirementbenefits.
      2.10 **Repayment Upon Reemployment**. If a Covered Employee who has received severancebenefits pursuant to Section 2.1 above is reemployed by the Company other than on a temporary orpart-time basis or as an independent contractor, he shall be required to repay to the Company thefollowing amount:
      (a) The severance amount paid to him by the Company incident to his InvoluntaryTermination; minus
      (b) The amount of Months’ Base Pay that he would have received from the Company betweenthe date of his Involuntary Termination and the date of his reemployment by the Company hadhe remained employed by the Company during such period.
Any repayment required pursuant to this Section shall be made in a single lump sum within thirtydays of the Covered Employee’s reemployment with the Company; provided, however, that the Company,in its sole discretion, may permit the Covered Employee to tender such repayment by payrolldeductions over such period of time as the Company may determine.
**III.**
**ADMINISTRATION OF PLAN**
      3.1 **Plan Administration**. For the purposes of the Plan and the Employee RetirementIncome Security Act of 1974, as amended, the plan administrator and named fiduciary of the Plan isthe Committee. The Committee shall hold such meetings and establish such rules and procedures asmay be necessary to enable it to discharge its duties hereunder. All actions of the Committeeshall be recorded by a secretary who need not be a Committee member. The Committee shall have allpowers necessary or proper to administer the Plan and to discharge its duties under the Plan,including, but not limited to, the following powers:
      (a) To make and enforce such rules and regulations as it may deem necessary or properfor the orderly and efficient administration of the Plan;
      (b) To interpret the Plan, its interpretation thereof in good faith to be final andconclusive on all persons claiming benefits under the Plan;
      (c) To authorize the payment of benefits under the Plan;
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      (d) To prepare and distribute information explaining the Plan;
      (e) To appoint or employ persons to assist in the administration of the Plan; and
      (f) To obtain such information as is necessary for the proper administration of the Plan.
The Committee may allocate to others certain aspects of the management, operation andresponsibilities of the Plan, including the employment of advisors and the delegation of anyministerial duties or functions to qualified individuals. The Company agrees to indemnify themembers of the Committee against all liabilities, damages, costs and expenses (including attorneys’fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act oromission to act in connection with the Plan if such act or omission was in good faith.
      3.2 **Claims Review**. The Committee will advise each Covered Employee of any Planbenefits to which the Covered Employee is entitled. If the Covered Employee believes that theCommittee has failed to advise him or her of any Plan benefits to which he or she is entitled, thenthe Covered Employee may file a written claim with the Committee. The Committee shall review suchclaim and respond thereto within a reasonable time after receiving the claim. In any case in whicha Covered Employee’s claim for Plan benefits is denied or modified, the Committee shall:
      (a) state the specific reason for the denial or modification;
      (b) provide specific reference to pertinent Plan provisions on which the denial ormodification is based;
      (c) provide a description of any additional material or information necessary for theCovered Employee or his representative to perfect the claim and an explanation of why suchmaterial or information is necessary; and
      (d) explain the Plan’s claim review procedure as contained herein.
In the event the request is denied or modified, if the Covered Employee or his representativedesires to have such denial or modification reviewed, he must, within sixty days following receiptof the notice of such denial or modification, submit a written request for review by the Committeeof its initial decision. Within sixty days following such request for review the Committee shallrender its final decision in writing to the Covered Employee or his representative stating specificreasons for such decision. If special circumstances require an extension of such sixty-day period,the Committee’s decision shall be rendered as soon as possible, but not later than 120 days afterreceipt of the request for review. If an extension of time for review is required, written noticeof the extension shall be furnished to the Covered Employee or representative prior to thecommencement of the extension period.
      3.3 **Mandatory Arbitration**. Any controversy or claim arising from or relating to aclaim for benefits payable by the Plan of a Covered Employee who is not satisfied with the
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decision of the Committee pursuant to the Plan’s claims review procedure, shall be settled byarbitration administered by the American Arbitration Association under its Employee Benefit PlanClaims Arbitration Rules, incorporated by reference herein.. The decision of the arbitrator shallbe final and binding and judgment on the award may be entered in any court having jurisdiction. Inreviewing the decision of the Committee, the arbitrator shall use the standard of review whichwould be used by a Federal court in reviewing such decision under the provisions of the EmployeeRetirement Income Security Act of 1974, as amended. The Covered Employee and the Company shallshare equally the cost of such arbitration.
**IV.**
**GENERAL PROVISIONS**
      4.1 **Funding**. The benefits provided herein shall be unfunded and shall be providedfrom the Company’s general assets.
      4.2 **Cost of Plan**. The entire cost of the Plan shall be borne by the Company and nocontributions shall be required of the Covered Employees.
      4.3 **Plan Year**. The Plan shall operate on a plan year consisting of the twelveconsecutive month period commencing on January 1 of each year.
      4.4 **Amendment and Termination**. The Plan may be amended from time to time, orterminated and discontinued, at any time, in each case at the discretion of the Directors;provided, however, that the Plan may not be amended or terminated within one year after a Change ofControl or in any manner that would negatively affect a Covered Employee’s rights under the Planwithout the consent of the Covered Employees whose Plan benefits are affected by such amendment ortermination. A Plan amendment shall be effected by adoption of the Directors of a resolutionsetting forth such amendment and by execution by the Company’s president or his delegatee of awritten instrument of Plan amendment. Plan termination shall be effected by adoption by theDirectors of a resolution to terminate the Plan and by execution of the Company’s president or hisdelegatee of a written instrument of Plan termination.
      4.5 **Not Contract of Employment**. The adoption and maintenance of the Plan shall not bedeemed to be a contract of employment between the Company and any person or to be consideration forthe employment of any person. Nothing herein contained shall be deemed to give any person theright to be retained in the employ of the Company or to restrict the right of the Company todischarge any person at any time nor shall the Plan be deemed to give the Company the right torequire any person to remain in the employ of the Company or to restrict any person’s right toterminate his employment at any time.
      4.6 **Severability**. Any provision in the Plan that is prohibited or unenforceable inany jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only tothe extent of such prohibition or unenforceability without invalidating or affecting the remainingprovisions hereof, and any such prohibition or unenforceability in any jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction.
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      4.7 **Nonalienation**. Covered Employees shall not have any right to pledge, hypothecate,anticipate or assign benefits or rights under the Plan, except by will or the laws of descent anddistribution.
      4.8 **Governing Law**. The Plan shall be interpreted and construed in accordance with thelaws of the State of Texas except to the extent preempted by federal law.
      **IN WITNESS WHEREOF**, the Company has executed this Plan this ___day of___, 2005.      **REMINGTON OIL AND GAS CORPORATION**