EXHIBIT 10.9


 


EXTENSION AGREEMENT TO AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT


between Stephen R. Brunner (“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/ STEPHEN R. BRUNNER

  	
   

  
	
   

  	
  Stephen R. Brunner

  
						



 


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