exv10w5






Exhibit 10.5




AMENDMENT TO MARINER ENERGY, INC.



2008 LONG-TERM PERFORMANCE-BASED RESTRICTED STOCK PROGRAM RESTRICTED STOCK AGREEMENTS




          This Amendment to Mariner Energy, Inc. 2008 Long-Term Performance-Based Restricted Stock
Program Restricted Stock Agreements (this “Amendment”) is effective as of August 25, 2008 (the
“Effective Date”), by Mariner Energy, Inc., a Delaware corporation (the “Company”).




          WHEREAS, pursuant to the Mariner Energy, Inc. Second Amended and Restated Stock Incentive
Plan, as amended or restated from time to time (the “Plan”) and the 2008 Long-Term
Performance-Based Restricted Stock Program (the “Program”), the Company has previously granted
Restricted Stock Agreements to its officers and certain employees of the Company (the “Award
Agreements”);




          WHEREAS, pursuant to Section 7(ii) of the Plan, the Compensation Committee of the Board of
Directors of the Company (the “Committee”) desires to amend the Award Agreements as set forth below
and has authorized and directed the Company to execute this Amendment.




          NOW, THEREFORE, pursuant to Section 7(ii) of the Plan and the authority of the Committee, the
Company hereby amends the Award Agreements as follows:




     1. Amendments.


(a) Section 3(c) of each of the Award Agreements is hereby amended to read in its entirety as
follows:





“(c) Change of Control. Upon the occurrence of a Change of Control when the
Trigger Event Price is $46.00 or more, all of the Designated Shares will vest
immediately. Upon the occurrence of a Change of Control when the Trigger Event
Price is equal to or greater than $38.00 but less than $46.00, a number of
Designated Shares equal to the greater of (i) the Trigger Event Shares or (ii) the
unvested Initial Threshold Shares if a 40% Qualification Event has previously
occurred plus the unvested Second Threshold Shares if a 100% Qualification Event has
previously occurred, will vest immediately, and the remaining Designated Shares
shall be forfeited immediately. Upon the occurrence of a Change of Control when the
Trigger Event Price is less than $38.00, if a 40% Qualification Event has previously
occurred but a 100% Qualification Event has not previously occurred, the unvested
Initial Threshold Shares will vest immediately, and the remaining Designated Shares
shall be forfeited immediately. Upon the occurrence of a Change of Control when the
Trigger Event Price is less than $38.00, if both a 40% Qualification Event and a
100% Qualification Event have previously occurred, all unvested Designated Shares
will vest immediately. Upon the occurrence of a Change of Control when the Trigger
Event Price is less than $38.00, if a 40% Qualification Event has not previously
occurred, all Designated Shares shall be forfeited immediately.”


(b) Section 3(d) of each of the Award Agreements is hereby amended to read in its entirety as
follows:




 









 






“(d) Death or Disability. Upon the occurrence of your Death or Disability when the
Trigger Event Price is $46.00 or more, all of the Designated Shares will vest
immediately. Upon the occurrence of your Death or Disability when the Trigger Event
Price is equal to or greater than $38.00 but less than $46.00, a number of
Designated Shares equal to the greater of (i) the Trigger Event Shares or (ii) the
unvested Initial Threshold Shares if a 40% Qualification Event has previously
occurred plus the unvested Second Threshold Shares if a 100% Qualification Event has
previously occurred, will vest immediately, and the remaining Designated Shares
shall be forfeited immediately. Upon the occurrence of your Death or Disability
when the Trigger Event Price is less than $38.00, if a 40% Qualification Event has
previously occurred but a 100% Qualification Event has not previously occurred, the
unvested Initial Threshold Shares will vest immediately, and the remaining
Designated Shares shall be forfeited immediately. Upon the occurrence of your Death
or Disability when the Trigger Event Price is less than $38.00, if both a 40%
Qualification Event and a 100% Qualification Event have previously occurred, all
unvested Designated Shares will vest immediately. Upon the occurrence of your Death
or Disability when the Trigger Event Price is less than $38.00, if a 40%
Qualification Event has not previously occurred, all Designated Shares shall be
forfeited immediately.”



     2. Governing Law. THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.



     3. Entire Agreement. Subject to the terms of the Plan, each Grant Agreement and this
Amendment contain the entire agreement with respect to the award of restricted stock and other
matters evidenced herein and therein.



     The Company has executed this Amendment to be effective for all purposes as of the Effective
Date.



	 	 	 	 	 
	 	MARINER ENERGY, INC.

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey 	 
	 	 	Chief Executive Officer
and President 	 
	 




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