**EXHIBIT 10.19**
**FIRST AMENDMENT TO THE**
**REMINGTON OIL AND GAS CORPORATION**
**2004 STOCK INCENTIVE PLAN**
April 13, 2005
**WHEREAS,**Remington Oil and Gas Corporation (the “Company”) has heretofore adopted the Remington Oiland Gas Corporation 2004 Stock Incentive Plan (the “Plan”);
**WHEREAS**, the Company reserved the right to amend the Plan and any awards pursuant to Section 1.5 ofthe Plan (subject to the restrictions on amendment set forth therein); and
**WHEREAS,**the Company, acting through its Board of Directors has determined that the Plan should beamended to change the definitions of “Change in Control,” “Cause” and “Common Stock” under thePlan;
**NOW THEREFORE,**the Plan is hereby amended as follows:
1. The definition of a “Change in Control” in Section 1.2 of the Plan is hereby amended by deletingsubparagraph (ii) thereof and inserting the following:
“(ii) The acquisition or holding of direct or indirect beneficial ownership (as definedunder Rule 13d-3 of the Exchange Act) of securities of the Company representing theaggregate 30% or more of the total combined voting power of the Company’s then issued andoutstanding voting securities by any person, entity or group of associated persons orentities acting in concert, other than an employee benefit plan of the Company or of anysubsidiary of the Company, or any entity holding such securities for or pursuant to theterms of any such plan. The Directors may, by a majority vote, determine the acquisition of30%-49.9% is not a hostile action and therefore does not trigger a change of control.”
2. The definition of “Cause” in Section 1.2 of the Plan is hereby amended to read as follows:
      “*Cause*” for termination of any Participant who is an eligible employee in either theCompany’s Employee Severance Plan or Executive Severance Plan (the “Severance Plans”) shallmean termination of the Participant for “Cause” as defined in such Severance Plans ortermination of employment by the Participant for “Good Reason” as defined in such SeverancePlans, the relevant portions of which are incorporated herein by reference. If aParticipant is not an eligible employee in either of the Severance Plans, “Cause” means (i)the willful commission by a Participant of a criminal or other act that causes or is likelyto cause substantial economic damage to the Company or an Affiliate or substantial injury tothe business reputation of the Company or Affiliate; (ii) the commission by a Participant ofan act of fraud in the performance of such Participant’s duties on behalf of the Company oran Affiliate; or (iii) the continuing willful failure of a Participant to perform the dutiesof such Participant to the Company or an Affiliate (other than such failure resulting fromthe Participant’s incapacity due to
 

 

physical or mental illness) after written notice thereof (specifying the particulars thereofin reasonable detail) and a reasonable opportunity to be heard and cure such failure aregiven to the Participant by the Committee. For purposes of the Plan, no act, or failure toact, on the Participant’s part shall be considered “willful” unless done or omitted to bedone by the Participant not in good faith and without reasonable belief that theParticipant’s action or omission was in the best interest of the Company or an Affiliate, asthe case may be.
3. The definition of “Common Stock” in Section 1.2 of the Plan is hereby amended to read asfollows:
“*Common Stock*” means the common stock of the Company, par value $.01 per share.
4. As amended hereby, the Plan is ratified and affirmed in all respects.
**REMINGTON OIL AND GAS CORPORATION**   By:   Printed Name:   Title: