EXHIBIT 10.8


 


EXTENSION AGREEMENT TO AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT


between Paul G. Van Wagenen (“Executive”) and


Pogo Producing Company, a Delaware corporation (“Company”)


 


WHEREAS,
Executive and Company are parties to an “Amended and Restated Executive
Employment Agreement” bearing an original “Effective Date” of February 1, 2005;
and


 


WHEREAS, August 1, 2006 is hereby deemed to be the “Renewal Date” in that Amended and
Restated Executive Employment Agreement; and


 


WHEREAS, Executive and Company each wish to extend said
Amended and Restated Executive Employment Agreement for an additional one-year
period so as to terminate (unless further extended) two years thereafter,
(to-wit August 1, 2007); and


 


WHEREAS, Company desires to retain the services of
Executive for the benefit of Company and its shareholders, and desires to
induce Executive to remain in its employ for that extended time period; and


 


WHEREAS, Executive has agreed to continue to serve as an
employee of Company for the period specified herein from and after the date of
this Extension Agreement; and


 


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WHEREAS, Company and Executive desire to enter into this
Extension Agreement in order to formally secure for Company the benefit of the
experience and abilities of Executive, and to set forth the agreements and
understandings of Company and Executive; and


 


WHEREAS, Company has advised Executive that execution
and performance of this Extension Agreement by Company has been duly authorized
and approved by all requisite corporate action on the part of the Company.


 


NOW,
THEREFORE, in
consideration of the foregoing and the mutual promises and agreements herein
contained, and in consideration of the sum of $10 paid by Company to Executive,
receipt whereof is hereby acknowledged by Executive, Executive and Company do
hereby agree as follows:


 


1.             The first two sentences of Section 1(b) of the Amended
and Restated Executive Employment Agreement between Executive and Company
bearing an “Effective Date” of February 1, 2005 and a “Renewal Date” which is
deemed herein to be August 1, 2006, are hereby amended to read as follows in
order to extend the Employment Period for an additional one-year period
commencing August 1, 2006 and ending July 31, 2007, unless such Employment
Period is hereafter further extended for an additional period by both Executive
and Company:


 


“The
“Employment Period” shall mean the period commencing on the Effective Date and
ending on August 1, 2007.  On August 1,
2006 and on each annual anniversary of such date (the “Renewal Date”), the
Employment Period shall be


 


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reviewed,
to determine whether, in the discretion of the Company, it should be extended
for one additional year so as to terminate two years from such Renewal Date.”


 


2.             All provisions of the Amended and Restated Executive
Employment Agreement between Executive and Company dated as of February 1,
2005, and as it is herein amended, are continued in full force and effect
without change as if the Amended and Restated Executive Employment Agreement
had been initially effective as of August 1, 2005.


 


 


	
   

  	
  POGO PRODUCING
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JOHN O. MCCOY, JR.

  	
   

  
	
   

  	
   

  	
  John O. McCoy, Jr.

  
	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Administrative Officer

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
  /S/
  JOE ANN KINGDON

  	
   

  	
   

  
	
  Assistant
  Corporate Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /S/
  PAUL G. VAN WAGENEN

  	
   

  
	
   

  	
  Paul
  G. Van Wagenen

  
						



 


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