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                                                                  Exhibit 10.10

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (hereinafter called this "Agreement") is
entered into effective as of August 1, 1998 (the "Effective Date"), by and
between MARINER ENERGY, INC. (hereinafter called "Company") and Christopher E.
Lindsey (hereinafter called "Employee").

         WHEREAS, Company desires to employ Employee upon the terms and
conditions set forth herein; and

         WHEREAS, Employee desires to be employed by Company upon the terms and
conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

         1.       Employment.

                  Company hereby employs Employee as an employee of Company to
                  perform such duties and responsibilities and act in such
                  capacity as may from time to time be determined by Company.
                  The place of employment shall be at such place or places as
                  Company may designate. If Company elects to utilize
                  Employee's services outside the metropolitan area of the City
                  of Houston, Texas, Employee's relocation expenses and
                  allowances will be paid in accordance with Company's
                  relocation policy. Employee hereby accepts such employment,
                  and agrees to serve Company faithfully, diligently and in a
                  good and workmanlike manner.

         2.       Term.

                  The term of employment shall be for a term of two (2) years
                  beginning on the Effective Date, subject, however, to the
                  provisions of paragraph 3.

         3.       Extension and Termination.

                  3.1      If either Employee or Company elects to terminate
                           this Agreement at the end of the term stated in
                           paragraph 2, or at the end of any extended term
                           hereof as hereinafter provided, notice of the
                           election to terminate shall be given to the other
                           party no later than three (3) months before the end
                           of this Agreement. If no notice is given by either
                           party, the term, or extended term, of this Agreement
                           shall be deemed to have been extended for an
                           additional three (3) months.

                  3.2      In the event Company elects to terminate this
                           Agreement as provided in paragraph 3.1 above:


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

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                           3.2.1    Company shall pay to Employee his salary
                                    and other benefits provided elsewhere in
                                    this Agreement for Employee's services
                                    rendered to Company hereunder through the
                                    end of such term or extended term.

                           3.2.2    Company shall pay to Employee, on or before
                                    the last day of his employment hereunder, a
                                    lump sum cash payment equal to three (3)
                                    months' salary at Employee's monthly rate
                                    for the month immediately preceding the
                                    month in which Company elects to terminate
                                    this Agreement.

                           3.2.3    Company shall pay to Employee, on or before
                                    the last day of his employment hereunder, a
                                    lump sum cash payment for all (a) vacation
                                    time carried forward from a previous year
                                    in accordance with paragraph 8, and (b) all
                                    earned and unused vacation time for the
                                    then current year. Earned vacation time
                                    shall, for the purpose of this paragraph,
                                    be calculated by dividing the number of
                                    days in the calendar year which have
                                    transpired by 365, and then multiplying the
                                    result by the number of vacation days to
                                    which Employee is entitled for that year
                                    pursuant to paragraph 8.

                  3.3      In the event Employee elects to terminate this
                           Agreement as provided in paragraph 3.1 above:

                           3.3.1    Employee agrees to serve to the end of the
                                    term, or extended term hereof, unless
                                    waived by Company.

                           3.3.2    The provisions of paragraphs 3.2.1 and
                                    3.2.3 shall be applicable, but Employee
                                    shall not be entitled to the payment
                                    provided for in paragraph 3.2.2.

                  3.4      Company may at its option consent to a request by
                           Employee to terminate this Agreement at a time other
                           than that stated in paragraph 2, as extended, in
                           which case the date requested by Employee and agreed
                           to by Company will be the end of the term of this
                           Agreement and the provisions of paragraph 3.3 shall
                           be applicable.

                  3.5      Company may terminate this Agreement for "Cause" (as
                           hereinafter defined in this paragraph 3.5) upon
                           written notice of such termination to Employee by
                           Company. Any termination of this Agreement by
                           Company for Cause shall be effective thirty (30)
                           days after written notice of termination for Cause
                           is given by Company to Employee. If Company
                           terminates this Agreement for Cause, Company shall
                           have no liability or obligation to Employee


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

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                           thereafter under this Agreement except for the
                           payment of his salary and other benefits through the
                           month of discharge, prorated in the case of salary
                           for the month of discharge on a daily basis to the
                           date of termination. As used in this Agreement, the
                           term "Cause" means (a) Employee is found guilty of,
                           admits in writing facts amounting to, or is held
                           civilly liable for fraud, embezzlement or
                           dishonesty, (b) Employee is convicted of a felony
                           involving a crime of moral turpitude or any other
                           felony if the Board of Directors of the Company in
                           good faith determines that the continued employment
                           of the Employee would be materially detrimental to
                           the Company (in any case which felony through lapse
                           of time or otherwise is not subject to appeal), (c)
                           Employee knowingly discloses trade secrets or
                           confidential Company matters to unauthorized
                           persons, (d) Employee willfully breaches or
                           habitually neglects any duties he is required to
                           perform under the terms of this Agreement and any
                           such breach or neglect is not cured within thirty
                           (30) days after Company has provided Employee with
                           written notice of such breach or neglect, (e)
                           Employee materially breaches any of the other
                           material terms of this Agreement and any such breach
                           is not cured within thirty (30) days after the
                           Company has provided Employee with written notice of
                           such breach, and (f) the occurrence of an action or
                           finding described in paragraph 15, except as
                           otherwise provided in paragraph 15. The waiver by
                           Company of a breach of any provision of this
                           Agreement by Employee shall not operate or be
                           construed as a waiver of any subsequent breach by
                           Employee.

                  3.6      In the event Company terminates this Agreement or
                           discharges Employee other than as provided in
                           paragraphs 3.1, 3.4 or 3.5 above, Employee shall be
                           entitled to receive on the date of such termination
                           or discharge:

                           3.6.1    A lump sum cash payment equal to Employee's
                                    salary, at Employee's monthly rate for the
                                    month immediately preceding the month in
                                    which such termination or discharge occurs,
                                    for the unexpired portion of the term or
                                    extended term hereof then in effect.

                           3.6.2    The payments and other benefits provided
                                    for in paragraphs 3.2.2 and 3.2.3 hereof.

                  3.7      In the event Employee terminates this Agreement for
                           "Good Reason" (as defined in paragraph 3.9), and
                           prior to such termination Employee has not
                           terminated this Agreement under paragraph 3.1
                           hereof, Employee shall be entitled to receive from
                           Company on the date of such termination:

                           3.7.1    A lump sum cash payment equal to Employee's
                                    salary, at Employee's monthly rate in
                                    effect at the effective time of such
                                    termination (but prior to giving effect to
                                    any reduction therein which precipitated
                                    such


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

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                                    termination), for the unexpired portion of
                                    the term or extended term hereof then in
                                    effect.

                           3.7.2    A lump sum cash payment equal to three (3)
                                    months' salary, at Employee's rate in
                                    effect at the time of such termination (but
                                    prior to giving effect to any reduction
                                    therein which precipitated such
                                    termination).

                           3.7.3    The payments and other benefits provided
                                    for in paragraph 3.2.3.

                  3.8      Any termination of this Agreement by Employee for
                           Good Reason shall be effective thirty (30) days
                           after written notice of termination for Good Reason
                           is given by Employee to Company

                  3.9      As used in this Agreement, the term "Good Reason"
                           means any one or more of the following events has
                           occurred:

                           3.9.1    Any (a) reduction in Employee's monthly
                                    salary as established in paragraph 5
                                    (including subsequent increases), (b)
                                    reduction in, or failure to allow or
                                    continue Employee's participation in, any
                                    employee benefit plan or program (except
                                    when such benefit plan or program is
                                    replaced with another benefit plan, program
                                    or arrangement that provides Employee, in
                                    the aggregate, with reasonably comparable
                                    benefits) in which Employee is
                                    participating or is eligible to participate
                                    prior to such reduction or failure (other
                                    than as a result of the expiration of such
                                    plan or program), and any such reduction,
                                    discontinuance or failure is not cured
                                    within thirty (30) days after Employee has
                                    provided Company with written notice of
                                    such reduction or failure; or

                           3.9.2    A breach of any material provision of this
                                    Agreement by Company (other than any breach
                                    described in paragraph 3.9.1) which is not
                                    cured within thirty (30) days after
                                    Employee has provided Company with written
                                    notice of such breach.

         4.       Confidential Information.

                  4.1      Employee agrees that he will, during the term of
                           this Agreement, and for a period of four (4) years
                           from the date of termination of his employment
                           hereunder, keep secret and confidential and not
                           disclose to any party not a party to this Agreement,
                           land or lease data, geological or geophysical data,
                           well data or any other information which he may
                           receive as a result of the performance of his duties
                           hereunder, except when disclosure is necessary for
                           the performance of his duties to Company hereunder.
                           This paragraph shall


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                           not apply to information that is in the public
                           domain through no action of Employee.

                  4.2      Upon termination of this employment hereunder,
                           Employee shall promptly deliver to Company all
                           written information and documents (whether
                           confidential or not), and all copies thereof,
                           relating to Company's business and activities and
                           which are in the possession of or under the control
                           of Employee.

         5.       Salary; Signing Bonus.

                  5.1      As compensation for his services rendered to Company
                           hereunder, Company shall pay to Employee a salary at
                           the rate of $10,416.66 per month. Employee's salary
                           may be reviewed at such times as may be determined
                           by Company, and Company may at its discretion
                           increase this salary. Employee's salary shall be
                           paid in two equal monthly installments, payable on
                           the fifteenth and last days of each month (or on the
                           first business day of Company thereafter if any such
                           payment date is not a business day of Company),
                           subject to any and all necessary withholdings and
                           deductions.

                  5.2      Company shall pay Employee a bonus in the amount of
                           $7,500.00 upon commencement of the term of
                           Employee's employment under this Agreement.

         6.       Automobile Allowance.

                  Company agrees to pay an automobile allowance of $250.00
                  dollars per month to Employee. In addition to such monthly
                  allowance, Company shall pay, in accordance with Company
                  policy, for all gasoline, insurance and maintenance required
                  for use of the automobile.

         7.       Business Expenses.

                  Employee is authorized to incur reasonable business expenses
                  in accordance with Company's policies as may be established
                  from time to time for promoting the business of Company,
                  including expenditures for entertainment and travel. Company
                  shall reimburse Employee from time to time for all such
                  business expenses in accordance with those policies adopted
                  by Company which include, but are not limited to, the
                  requirement that Employee timely present to Company:

                  7.1      The amount of the expenditure;

                  7.2      The time, place and description of the expense;


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                  7.3      The business reason for the expenditure and business
                           benefit derived or expected to be derived therefrom;
                           and

                  7.4      The name and occupation of the person or persons
                           entertained to establish the business relationship
                           with Company.

                  With respect to any reimbursable business expense
                  contemplated above exceeding twenty-five dollars ($25.00),
                  Employee will furnish documentary evidence of such expense to
                  Company.

         8.       Vacation.

                  Employee shall be entitled to an annual vacation leave of
                  twenty (20) days per calendar year at full pay. The timing
                  and use of such vacation days shall be requested by Employee
                  and approved by Company in accordance with its policy. Up to
                  five (5) days of vacation leave may be carried over from one
                  calendar year to the next calendar year. Employee shall not
                  be entitled to receive payment in lieu of unused vacation
                  time except as otherwise provided herein. With prior
                  approval, vacation may be deferred if business matters keep
                  Employee from taking his normal vacation.

         9.       Insurance.

                  Employee shall be eligible for participation in such
                  insurance programs as Company shall institute from time to
                  time covering medical and dental expenses and such life and
                  accidental death and dismemberment insurance programs as
                  Company shall institute from time to time. Payment of
                  premiums for such coverages shall be in accordance with
                  Company policy covering all employees as may be established
                  from time to time by Company. Employee shall also be eligible
                  for participation in such retirement, pension, deferred
                  compensation and other benefit programs the Company shall
                  initiate from time to time.

         10.      Outside Activities.

                  During the term or extended term of this Agreement, Employee
                  shall devote all of his working time, energy and talents to
                  the due discharge and performance of his duties hereunder, at
                  the direction and subject to the control of Company, and
                  shall perform such services and duties as shall reasonably be
                  required from him from time to time by Company. Employee
                  agrees that he will not knowingly become involved in a
                  conflict of interest with Company or its subsidiaries, or
                  upon discovery thereof, allow such a conflict to continue.
                  Moreover, Employee agrees to provide Company a statement of
                  all other directorships Employee holds, with a brief
                  description of the business activities of each organization.
                  This statement shall be provided on or before December 31 of
                  each year. If, in the opinion of Company, a conflict of
                  interest exists between Company (and its affiliates) and the
                  organization in which the


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                  Employee holds a directorship, Company can require Employee
                  to resign the outside directorship.

         11.      Right to Invest.

                  Nothing in this Agreement is intended or shall be construed
                  to limit Employee's right (i) to engage in passive personal
                  investments, including, but not limited to, holding as an
                  investment not more than five percent (5%) of any class of
                  the issued and outstanding and publicly traded (on a
                  recognized national or regional securities exchange or in the
                  over-the-counter market) capital stock or other securities of
                  any corporation or other entity that conducts activities that
                  compete with the business of Company or any affiliate of
                  Company; or (ii) to invest, individually or with others, in
                  oil and gas prospects, subject, however, in the case of oil
                  and gas prospects to the following conditions:

                  11.1     Company must have first had the right and
                           opportunity to purchase all of the interest in any
                           prospect made available to Employee, even if this
                           would preclude Employee's participation.

                  11.2     Company must have made known its election either to
                           participate in less than the full interest made
                           available to Employee and have no desire to acquire
                           an additional interest, or declined to participate
                           at all in the prospect. If Company elects to
                           participate in less than the full interest made
                           available to Employee, Employee may invest in the
                           portion of such interest not acquired by Company.

                  11.3     Employee must purchase his interest in the oil and
                           gas prospect on terms which are no more favorable
                           than those made available to Company.

         12.      Disability During Employment.

                  If Employee shall become unable to perform his duties by
                  reason of disability, he shall be entitled to receive, in
                  addition to any insurance benefits he may receive, all of his
                  salary for the first one (1) month of his disability, and
                  one-half (1/2) of his salary for the next three (3) months of
                  disability. Periods of disability shall not be cumulative so
                  long as they are separated by at least ninety (90) days of
                  continuous service.

                  The term "disability" shall mean disability which, in the
                  opinion of a doctor satisfactory to Company, renders Employee
                  unable to perform his duties hereunder as evidenced by such
                  doctor's certificate. The date disability commences shall be
                  the date Employee first absents himself from work during a
                  continuous period of disability.


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         13.      Merger or Acquisition.

                  In the event Company should be acquired by or merged into
                  another company, by signature of Company's authorized
                  representatives, Company hereby agrees that this Employment
                  Agreement shall be binding upon Company, its successors and
                  assigns, and shall be disclosed to any party considering
                  merger with, or acquisition of, Company.

         14.      Arbitration.

                  14.1     If a dispute arises out of or related to this
                           Agreement and the dispute cannot be settled through
                           direct discussions, Company and Employee agree that
                           they shall first endeavor to settle the dispute in
                           an amicable fashion. If such efforts fail to resolve
                           the dispute, the dispute shall, except as otherwise
                           provided in paragraph 18, be resolved as follows:

                           14.1.1   Except as provided in paragraph 14.1.2
                                    below, any and all claims, demands, cause
                                    of action, disputes, controversies, and
                                    other matters in question arising out of or
                                    relating to this Agreement, any provision
                                    hereof, the alleged breach thereof, or in
                                    any way relating to the subject matter of
                                    this Agreement, involving Company,
                                    Employee, and/or their respective
                                    representatives, even though some or all of
                                    such claims allegedly are extracontractual
                                    in nature, whether such claims sound in
                                    contract, tort, or otherwise, at law or in
                                    equity, under state or federal law, whether
                                    provided by statute or the common law, for
                                    damages or any other relief, shall be
                                    resolved by binding arbitration pursuant to
                                    the Federal Arbitration Act in accordance
                                    with the Commercial Arbitration Rules then
                                    in effect with the American Arbitration
                                    Association (the "AAA"). The arbitration
                                    proceeding shall be conducted in Houston,
                                    Texas. The arbitration may be initiated by
                                    either party by providing to the other a
                                    written notice of arbitration specifying
                                    the claims, and the parties shall
                                    thereafter endeavor to agree on an
                                    arbitrator. If within thirty (30) days of
                                    the notice of initiation of the arbitration
                                    procedure, the parties are unable to agree
                                    on an arbitrator, the party requesting
                                    arbitration shall file a request with the
                                    AAA that the Houston, Texas office of the
                                    AAA provide a list of potential arbitrators
                                    to both parties. The parties shall
                                    thereafter have sixty (60) days to select
                                    an arbitrator from such list, with such
                                    selection to be by mutual agreement. If the
                                    parties fail to select an arbitrator within
                                    such time by mutual agreement, then either
                                    party may request that the Chief Judge of
                                    the U.S. District Court for the Southern
                                    District of Texas appoint an arbitrator,
                                    and any such appointment shall be binding.
                                    The arbitrator, utilizing the Commercial
                                    Arbitration Rules of the American
                                    Arbitration


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                                    Association, shall within 120 days of his
                                    or her selection, resolve all disputes
                                    between the parties. There shall be no
                                    transcript of the hearings before the
                                    arbitrator. The arbitrator's decision shall
                                    be in writing, but shall be as brief as
                                    possible. The arbitrator shall not assign
                                    the reasons for his or her decision. The
                                    arbitrator's decision shall be final and
                                    non-appealable to the maximum extent
                                    permitted by law. Judgment upon any award
                                    rendered in any such arbitration proceeding
                                    may be entered by any federal or state
                                    court having jurisdiction. This agreement
                                    to arbitrate shall be enforceable in either
                                    federal or state court. The enforcement of
                                    this agreement to arbitrate and all
                                    procedural aspects of this agreement to
                                    arbitrate, including but not limited to,
                                    the construction and interpretation of this
                                    agreement to arbitrate, the issues subject
                                    to arbitration (i.e., arbitrability), the
                                    scope of the arbitrable issues, allegations
                                    of waiver, delay or defenses to
                                    arbitrability, and the rules governing the
                                    conduct of the arbitration, shall be
                                    governed by and construed pursuant to the
                                    Federal Arbitration Act and shall be
                                    decided by the arbitrator. In deciding the
                                    substance of any such claims, the
                                    arbitrator shall apply the substantive laws
                                    of the State of Texas (excluding Texas
                                    choice-of-law principles that might call
                                    for the application of some other State's
                                    law); provided, however, it is expressly
                                    agreed that the arbitrator shall have no
                                    authority to award treble, exemplary, or
                                    punitive damages under any circumstances
                                    regardless of whether such damages may be
                                    available under Texas law, the parties
                                    hereby waiving their right, if any, to
                                    recover treble, exemplary, or punitive
                                    damages in connection with any such claims.

                           14.1.2   Notwithstanding the agreement to arbitrate
                                    contained in paragraph 14.1.1 above, in the
                                    event that either party wishes to seek a
                                    temporary restraining order, a preliminary
                                    or temporary injunction, or other
                                    injunctive relief in connection with any or
                                    all such claims, demands, cause of action,
                                    disputes, controversies, and other matters
                                    in question arising out of or relating to
                                    this Agreement, any provision hereof, the
                                    alleged breach thereof, or in any way
                                    relating to the subject matter of this
                                    Agreement, involving Company, Employee,
                                    and/or their respective representatives,
                                    including disputes arising out of a breach
                                    or alleged breach of paragraph 4, even
                                    though some or all of such claims allegedly
                                    are extra-contractual in nature, whether
                                    such claims sound in contract, tort, or
                                    otherwise, at law or in equity, under state
                                    or federal law, whether provided by statute
                                    or the common law, for damages or any other
                                    relief, each party shall have the right to
                                    pursue such injunctive relief in court,
                                    rather than by arbitration. The parties
                                    agree that such action for a temporary
                                    restraining order, a preliminary


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                                    or temporary injunction, or other
                                    injunctive relief will be brought in the
                                    State or federal courts residing in
                                    Houston, Harris County, Texas.

                  14.2     The Company shall pay all costs and expenses of
                           Company and Employee (including, but not limited to,
                           attorneys' fees, the fees of the arbitrator and the
                           AAA and any other related costs) for any arbitration
                           proceeding or legal action; provided, however, that
                           if in any such arbitration proceeding or legal
                           action, the arbitrator or court, respectively,
                           determines that Employee has prosecuted or defended
                           any issue in such proceeding or action in bad faith,
                           the arbitrator or court, respectively, may allocate
                           the portion of such costs and expenses relating to
                           such issue between the parties in any other manner
                           deemed fair, equitable and reasonable by the
                           arbitrator or court, respectively.

         15.      Foreign Corrupt Practices Act.

                  Employee shall at all times comply with the United States
                  Foreign Corrupt Practices Act, generally codified in 15 USC
                  78 (FCPA), as the FCPA may hereafter be amended, and/or its
                  successor statutes. If Employee pleads guilty to or nolo
                  contendere or admits civil or criminal liability under the
                  FCPA, or if a court finds that Employee committed an action
                  resulting in any Company entity having civil or criminal
                  liability or responsibility under the FCPA with knowledge of
                  the activities giving rise to such liability or knowledge of
                  facts from which Employee should have reasonably inferred the
                  activities giving rise to liability had occurred or were
                  likely to occur, such action or finding shall constitute
                  Cause for termination by Company under paragraph 3.3 of this
                  Agreement unless Company's Board of Directors determines that
                  the actions found to be in violation of the FCPA were taken
                  in good faith and in compliance with all applicable policies
                  of Company.

         16.      Survival.

                  The provisions of paragraphs 4 and 20 shall survive any
                  termination of the employment relationship and/or of this
                  Agreement for the periods stated therein. The provisions of
                  paragraph 14 relating to arbitration shall survive any
                  termination of the employment relationship between Employee
                  and Company and the termination of this Agreement. Amounts,
                  compensation, rights and benefits which Employee is entitled
                  to receive or have accrued to Employee under this Agreement
                  or under any plan, program, arrangement, agreement or policy
                  of or with Company or any of its affiliates before, at or
                  subsequent to the termination of the employment relationship
                  between Employee and Company or the termination of this
                  Agreement shall not be superseded and shall survive any such
                  termination.


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         17.      Certain Additional Payments by Company.

                  17.1     Anything in this Agreement to the contrary
                           notwithstanding, in the event it shall be determined
                           that any payment or distribution by Company or any
                           of its affiliates to or for the benefit of Employee,
                           whether paid or payable or distributed or
                           distributable pursuant to the terms of this
                           Agreement or otherwise (any such payments or
                           distributions being individually referred to herein
                           as a "Payment," and any two or more of such payments
                           or distributions being referred to herein as
                           "Payments"), would be subject to the excise tax
                           imposed by Section 4999 of the Internal Revenue Code
                           of 1986, as amended (the "Code") (such excise tax,
                           together with any interest thereon, any penalties,
                           additions to tax, or additional amounts with respect
                           to such excise tax, and any interest in respect of
                           such penalties, additions to tax or additional
                           amounts, being collectively referred herein to as
                           the "Excise Tax"), then Employee shall be entitled
                           to receive an additional payment or payments
                           (individually referred to herein as a "Gross-Up
                           Payment" and any two or more of such additional
                           payments being referred to herein as "Gross-Up
                           Payments") in an amount such that after payment by
                           Employee of all taxes (as defined in paragraph
                           17.11) imposed upon the Gross-Up Payment, Employee
                           retains an amount of such Gross-Up Payment equal to
                           the Excise Tax imposed upon the Payments.

                  17.2     Subject to the provisions of paragraph 17.3 through
                           17.11, any determination (individually, a
                           "Determination") required to be made under this
                           paragraph 17, including whether a Gross-Up Payment
                           is required and the amount of such Gross-Up Payment,
                           shall initially be made, at Company's expense, by
                           nationally recognized tax counsel mutually
                           acceptable to Company and Employee ("Tax Counsel").
                           Tax Counsel shall provide detailed supporting legal
                           authorities, calculations, and documentation both to
                           Company and Employee within 15 business days of the
                           termination of Employee's employment, if applicable,
                           or such other time or times as is reasonably
                           requested by Company or Employee. If Tax Counsel
                           makes the initial Determination that no Excise Tax
                           is payable by Employee with respect to a Payment or
                           Payments, it shall furnish Employee with an opinion
                           reasonably acceptable to Employee that no Excise Tax
                           will be imposed with respect to any such Payment or
                           Payments. Employee shall have the right to dispute
                           any Determination (a "Dispute") within 15 business
                           days after delivery of Tax Counsel's opinion with
                           respect to such Determination. The Gross-Up Payment,
                           if any, as determined pursuant to such Determination
                           shall be paid by Company to Employee within five
                           business days of Employee's receipt of such
                           Determination. The existence of a Dispute shall not
                           in any way affect Employee's right to receive the
                           Gross-Up Payment in accordance with such
                           Determination. If there is no Dispute, such
                           Determination shall be binding, final and conclusive
                           upon Company and Employee, subject in all respects,


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                           however, to the provisions of paragraph 17.3 through
                           17.11 below. As a result of the uncertainty in the
                           application of Sections 4999 and 280G of the Code,
                           it is possible that Gross-Up Payments (or portions
                           thereof) which will not have been made by Company
                           should have been made ("Underpayment"), and if upon
                           any reasonable written request from Employee or
                           Company to Tax Counsel, or upon Tax Counsel's own
                           initiative, Tax Counsel, at Company's expense,
                           thereafter determines that Employee is required to
                           make a payment of any Excise Tax or any additional
                           Excise Tax, as the case may be, Tax Counsel shall,
                           at Company's expense, determine the amount of the
                           Underpayment that has occurred and any such
                           Underpayment shall be promptly paid by Company to
                           Employee.

                  17.3     Company shall defend, hold harmless, and indemnify
                           Employee on a fully grossed-up after tax basis from
                           and against any and all claims, losses, liabilities,
                           obligations, damages, impositions, assessments,
                           demands, judgements, settlements, costs and expenses
                           (including reasonable attorneys', accountants', and
                           experts' fees and expenses) with respect to any tax
                           liability of Employee resulting from any Final
                           Determination (as defined in paragraph 17.10) that
                           any Payment is subject to the Excise Tax.

                  17.4     If a party hereto receives any written or oral
                           communication with respect to any question,
                           adjustment, assessment or pending or threatened
                           audit, examination, investigation or administrative,
                           court or other proceeding which, if pursued
                           successfully, could result in or give rise to a
                           claim by Employee against Company under this
                           paragraph 17 ("Claim"), including, but not limited
                           to, a claim for indemnification of Employee by
                           Company under paragraph 17.3, then such party shall
                           promptly notify the other party hereto in writing of
                           such Claim ("Tax Claim Notice").

                  17.5     If a Claim is asserted against Employee ("Employee
                           Claim"), Employee shall take or cause to be taken
                           such action in connection with contesting such
                           Employee Claim as Company shall reasonably request
                           in writing from time to time, including the
                           retention of counsel and experts as are reasonably
                           designated by Company (it being understood and
                           agreed by the parties hereto that the terms of any
                           such retention shall expressly provide that Company
                           shall be solely responsible for the payment of any
                           and all fees and disbursements of such counsel and
                           any experts) and the execution of powers of
                           attorney, provided that:

                           17.5.1   within 30 calendar days after Company
                                    receives or delivers, as the case may be,
                                    the Tax Claim Notice relating to such
                                    Employee Claim (or such earlier date that
                                    any payment of the taxes claimed is due
                                    from Employee, but in no event sooner than
                                    five calendar days after Company receives
                                    or delivers such Tax Claim Notice), Company


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

                                      -12-

<PAGE>   13

                           shall have notified Employee in writing ("Election
                           Notice") that Company does not dispute its
                           obligations (including, but not limited to, its
                           indemnity obligations) under this Agreement and that
                           Company elects to contest, and to control the
                           defense or prosecution of, such Employee Claim at
                           Company's sole risk and sole cost and expense; and

                  17.5.2   Company shall have advanced to Employee on an
                           interest-free basis, the total amount of the tax
                           claimed in order for Employee, at Company's request,
                           to pay or cause to be paid the tax claimed, file a
                           claim for refund of such tax and, subject to the
                           provisions of the last sentence of paragraph 17.7,
                           sue for a refund of such tax if such claim for
                           refund is disallowed by the appropriate taxing
                           authority (it being understood and agreed by the
                           parties hereto that Company shall only be entitled
                           to sue for a refund and Company shall not be
                           entitled to initiate any proceeding in, for example,
                           United States Tax Court) and shall indemnify and
                           hold Employee harmless, on a fully grossed-up after
                           tax basis, from any tax imposed with respect to such
                           advance or with respect to any imputed income with
                           respect to such advance; and

                  17.5.3   Company shall reimburse Employee for any and all
                           costs and expenses resulting from any such request
                           by Company and shall indemnify and hold Employee
                           harmless, on fully grossed-up after-tax basis, from
                           any tax imposed as a result of such reimbursement.

         17.6     Subject to the provisions of paragraph 17.5 hereof, Company
                  shall have the right to defend or prosecute, at the sole
                  cost, expense and risk of Company, such Employee Claim by all
                  appropriate proceedings, which proceedings shall be defended
                  or prosecuted diligently by Company to a Final Determination;
                  provided, however, that (i) Company shall not, without
                  Employee's prior written consent, enter into any compromise
                  or settlement of such Employee Claim that would adversely
                  affect Employee, (ii) any request from Company to Employee
                  regarding any extension of the statute of limitations
                  relating to assessment, payment, or collection of taxes for
                  the taxable year of Employee with respect to which the
                  contested issues involved in, and amount of, the Employee
                  Claim relate is limited solely to such contested issues and
                  amount, and (iii) Company's control of any contest or
                  proceeding shall be limited to issues with respect to the
                  Employee Claim and Employee shall be entitled to settle or
                  contest, in his sole and absolute discretion, any other issue
                  raised by the Internal Revenue Service or any other taxing
                  authority. So long as Company is diligently defending or
                  prosecuting such Employee Claim, Employee shall provide or
                  cause to be provided to Company any information reasonably
                  requested by Company that relates to such Employee Claim, and
                  shall otherwise cooperate with Company and its


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

                                      -13-

<PAGE>   14

                           representatives in good faith in order to contest
                           effectively such Employee Claim. Company shall keep
                           Employee informed of all developments and events
                           relating to any such Employee Claim (including,
                           without limitation, providing to Employee copies of
                           all written materials pertaining to any such
                           Employee Claim), and Employee or his authorized
                           representatives shall be entitled, at Employee's
                           expense, to participate in all conferences, meetings
                           and proceedings relating to any such Employee Claim.

                  17.7     If, after actual receipt by Employee of an amount of
                           a tax claimed (pursuant to an Employee Claim) that
                           has been advanced by Company pursuant to paragraph
                           17.5.2 hereof, the extent of the liability of
                           Company hereunder with respect to such tax claimed
                           has been established by a Final Determination,
                           Employee shall promptly pay or cause to be paid to
                           Company any refund actually received by, or actually
                           credited to, Employee with respect to such tax
                           (together with any interest paid or credited thereon
                           by the taxing authority and any recovery of legal
                           fees from such taxing authority related thereto),
                           except to the extent that any amounts are then due
                           and payable by Company to Employee, whether under
                           the provisions of this Agreement or otherwise. If,
                           after the receipt by Employee of an amount advanced
                           by Company pursuant to paragraph 17.5.2, a
                           determination is made by the Internal Revenue
                           Service or other appropriate taxing authority that
                           Employee shall not be entitled to any refund with
                           respect to such tax claimed and Company does not
                           notify Employee in writing of its intent to contest
                           such denial of refund prior to the expiration of 30
                           days after such determination, then such advance
                           shall be forgiven and shall not be required to be
                           repaid and the amount of such advance shall offset,
                           to the extent thereof, the amount of any Gross-Up
                           Payments and other payments required to be paid
                           hereunder.

                  17.8     With respect to any Employee Claim, if Company fails
                           to deliver an Election Notice to Employee within the
                           period provided in paragraph 17.5.1 hereof or, after
                           delivery of such Election Notice, Company fails to
                           comply with the provisions of paragraph 17.5.2,
                           17.5.3 or 17.6 hereof, then Employee shall at any
                           time thereafter have the right (but not the
                           obligation), at his election and in his sole and
                           absolute discretion, to defend or prosecute, at the
                           sole cost, expense and risk of Company, such
                           Employee Claim. Employee shall have full control of
                           such defense or prosecution and such proceedings,
                           including any settlement or compromise thereof. If
                           requested by Employee, Company shall cooperate, and
                           shall cause its affiliates to cooperate, in good
                           faith with Employee and his authorized
                           representatives in order to contest effectively such
                           Employee Claim. Company may attend, but not
                           participate in or control, any defense, prosecution,
                           settlement or compromise of any Employee Claim
                           controlled by Employee pursuant to this paragraph
                           17.8 and shall bear its own costs and expenses with
                           respect thereto. In the case of any Employee


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

                                      -14-

<PAGE>   15

                           Claim that is defended or prosecuted by Employee,
                           Employee shall, from time to time, be entitled to
                           current payment, on a fully grossed-up after tax
                           basis, from Company with respect to costs and
                           expenses incurred by Employee in connection with
                           such defense or prosecution.

                  17.9     In the case of any Employee Claim that is defended
                           or prosecuted to a Final Determination pursuant to
                           the terms of this paragraph 17.9, Company shall pay,
                           on a fully grossed-up after tax basis, to Employee
                           in immediately available funds the full amount of
                           any taxes arising or resulting from or incurred in
                           connection with such Employee Claim that have not
                           theretofore been paid by Company to Employee,
                           together with the costs and expenses, on a fully
                           grossed-up after tax basis, incurred in connection
                           therewith that have not theretofore been paid by
                           Company to Employee, within ten calendar days after
                           such Final Determination. In the case of any
                           Employee Claim not covered by the preceding
                           sentence, Company shall pay, on a fully grossed-up
                           after tax basis, to Employee in immediately
                           available funds the full amount of any taxes arising
                           or resulting from or incurred in connection with
                           such Employee Claim at least ten calendar days
                           before the date payment of such taxes is due from
                           Employee, except where payment of such taxes is
                           sooner required under the provisions of this
                           paragraph 17.9, in which case payment of such taxes
                           (and payment, on a fully grossed-up after tax basis,
                           of any costs and expenses required to be paid under
                           this paragraph 17.9 shall be made within the time
                           and in the manner otherwise provided in this
                           paragraph 17.9.

                  17.10    For purposes of this Agreement, the term "Final
                           Determination" shall mean (A) a decision, judgment,
                           decree or other order by a court or other tribunal
                           with appropriate jurisdiction, which has become
                           final and non-appealable; (B) a final and binding
                           settlement or compromise with an administrative
                           agency with appropriate jurisdiction, including, but
                           not limited to, a closing agreement under Section
                           7121 of the Code; (C) any disallowance of a claim
                           for refund or credit in respect to an overpayment of
                           tax unless a suit is filed on a timely basis; or (D)
                           any final disposition by reason of the expiration of
                           all applicable statutes of limitations.

                  17.11    For purposes of this Agreement, the terms "tax" and
                           "taxes" mean any and all taxes of any kind
                           whatsoever (including, but not limited to, any and
                           all Excise Taxes, income taxes, and employment
                           taxes), together with any interest thereon, any
                           penalties, additions to tax, or additional amounts
                           with respect to such taxes and any interest in
                           respect of such penalties, additions to tax, or
                           additional amounts.

         18.      No Obligation to Mitigate.


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

                                      -15-

<PAGE>   16

                  Employee shall not be required to mitigate the amount of any
                  payment or other benefit required to be paid to Employee
                  pursuant to this Agreement, whether by seeking other
                  employment or otherwise; nor shall the amount of any such
                  payment or other benefit be reduced on account of any
                  compensation earned by Employee as a result of employment by
                  another person or entity.

         19.      Annual Bonus; Stock Options.

                  19.1     In addition to the salary provided for in paragraph
                           5.1 hereof (the "Base Salary"), Employee shall be
                           eligible to receive, for each calendar year or
                           portion thereof occurring during the term of this
                           Agreement, an annual cash bonus based on performance
                           (the "Annual Bonus") in an amount up to twenty-five
                           percent (25%) of the Base Salary for such calendar
                           year or portion thereof (or such greater percentage
                           of such Base Salary as the Board of Directors or the
                           Committee may, in its discretion, determine) upon
                           approval of such Annual Bonus by the Board of
                           Directors of Company (the "Board of Directors") or a
                           committee of the Board of Directors designated by
                           the Board of Directors (the "Committee"). The amount
                           of any such Annual Bonus shall be determined by the
                           Board of Directors or the Committee, as the case may
                           be, in accordance with the cash incentive
                           compensation program of Company in effect with
                           respect to such determination. The Annual Bonus
                           shall be paid to Employee, less such amounts as
                           shall be required to be deducted or withheld
                           therefrom by applicable law and regulations, at such
                           time or times as is in accordance with the then
                           prevailing policy of Company relating to cash
                           incentive compensation payments.

                  19.2     As of the Effective Date, Company shall, or shall
                           cause Mariner Holdings Inc. to, grant to Employee
                           stock options for 1,429 shares of the common stock
                           of Mariner Holdings, Inc. ("Parent Common Stock")
                           pursuant to the Mariner Holdings Inc. 1996 Stock
                           Option Plan. To the fullest extent possible, the
                           options granted to Employee shall be incentive stock
                           options, and otherwise shall be non-qualified stock
                           options. The terms, conditions and restrictions with
                           regard to such stock options shall be evidenced by
                           an Incentive Stock Option Agreement substantially in
                           the form attached hereto as Exhibit A, which is
                           incorporated herein by reference and its terms,
                           conditions and restrictions shall be considered a
                           part of this Agreement.

         20.      Noncompetition Obligations.

                  20.1     As part of the consideration for the compensation
                           and benefits to be paid to Employee hereunder, and
                           as an additional incentive for Company to enter into
                           this Agreement, Company and Employee agree to the
                           non-competition obligations hereunder. Employee will
                           not, directly or indirectly for Employee or for
                           others:


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

                                      -16-

<PAGE>   17

                           20.1.1   in any geographic area or market where
                                    Company or any of its subsidiaries are
                                    conducting any business as of the date of
                                    termination of the employment relationship
                                    or have during the previous twelve months
                                    conducted such business, engage in any
                                    business competitive with any such
                                    business; or

                           20.1.2   in any geographic area or market where
                                    Employee knew Company contemplated entering
                                    any business as of the date of termination
                                    of the employment relationship, but only if
                                    Company had, as of such date, invested
                                    significant resources toward entering into
                                    such business in such geographic area or
                                    market, engage in any business competitive
                                    with any such business;

                           20.1.3   render advice or services to, or otherwise
                                    assist, any other person, association, or
                                    entity who is engaged, directly or
                                    indirectly, in any business competitive
                                    with Company's business within the
                                    parameters described in paragraphs 20.1.1
                                    and 20.1.2 above with respect to such
                                    competitive business; or

                           20.1.4   induce any employee of Company or any of
                                    its subsidiaries to terminate his or her
                                    employment with Company or its
                                    subsidiaries, or hire or assist in the
                                    hiring of any such employee by any person,
                                    association, or entity not affiliated with
                                    Company.

                           These non-competition obligations shall commence
                           upon the date of execution of this Agreement and
                           extend until the earlier of (a) the expiration of
                           the term of this Agreement (or any extended term) or
                           (b) six (6) months after termination of the
                           employment relationship; provided, however, that
                           notwithstanding anything contained in this paragraph
                           20 to the contrary, such obligations shall only
                           apply after the termination of employment if the
                           termination of employment results from termination
                           for Cause by Company under paragraph 3.5 or
                           voluntary termination without Good Reason by
                           Employee (it being understood and agreed that
                           termination of this Agreement by Employee under
                           paragraph 3.1 shall not, for purposes of this
                           paragraph 20, constitute voluntary termination
                           without Good Reason by Employee).

                  20.2     Employee understands that the foregoing restrictions
                           may limit Employee's ability to engage in certain
                           businesses anywhere in the world during the period
                           provided for above, but acknowledges that Employee
                           will receive sufficiently high enumeration and other
                           benefits under this Agreement to justify such
                           restriction. Employee acknowledges that money
                           damages would not be sufficient remedy for any
                           breach of this Article by Employee, and Company
                           shall be entitled to enforce the provisions of this
                           Agreement and/or to specific performances and
                           injunctive relief as remedies for such breach or


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

                                      -17-

<PAGE>   18

                           any threatened breach. Such remedies shall not be
                           deemed the exclusive remedies for a breach of this
                           Article, but shall be in addition to all remedies
                           available at law or in equity to Company, including,
                           without limitation, the recovery of damages from
                           Employee and Employee's agents involved in such
                           breach and remedies available to Company pursuant to
                           other agreements with Employee.

                  20.3     It is expressly understood and agreed that Company
                           and Employee consider the restrictions contained in
                           this paragraph 20 to be reasonable and necessary.
                           Nevertheless, if any of the aforesaid restrictions
                           are found by a court having jurisdiction to be
                           unreasonable, or overly broad as to geographic area
                           or time, or otherwise unenforceable, the parties
                           intend for the restrictions therein set forth to be
                           modified by such courts so as to be reasonable and
                           enforceable and, as so modified by the court, to be
                           fully enforced.

         21.      Miscellaneous.

                  21.1     This Agreement shall not be modified or amended
                           except in writing and signed by Company and
                           Employee. This Agreement shall be binding upon the
                           heirs, administrators, or executors and the
                           successors and assigns of each party to this
                           Agreement.

                  21.2     The rights and benefits of Employee under the
                           Agreement are personal to him and shall not be
                           assigned or transferred without the prior written
                           consent of Company. Subject to the foregoing, this
                           Agreement shall be binding upon and inure to the
                           benefit of the parties hereto and their respective
                           heirs, personal representatives, successors and
                           assigns.

                  21.3     All titles or headings of sections or paragraphs or
                           other divisions of this Agreement are only for the
                           convenience of the parties and shall not be
                           construed to have any effect or meaning with respect
                           to the other content of such sections or paragraphs
                           or other divisions, such content being controlling
                           as to the agreement between the parties hereto.

                  21.4     This Agreement is made and will be performed under,
                           and shall be governed by and construed in accordance
                           with, the law of the State of Texas.

                  21.5     EMPLOYEE AFFIRMS AND ATTESTS BY HIS SIGNATURE TO
                           THIS AGREEMENT THAT HE HAS READ THIS AGREEMENT
                           BEFORE SIGNING IT AND THAT HE FULLY UNDERSTANDS ITS
                           PURPOSES, TERMS AND PROVISIONS, WHICH HE HEREBY
                           EXPRESSLY ACKNOWLEDGED TO BE REASONABLE IN ALL
                           RESPECTS. EMPLOYEE FURTHER ACKNOWLEDGES RECEIPT OF
                           ONE COPY OF THIS AGREEMENT.


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

                                      -18-

<PAGE>   19

                  21.6     Notices contemplated under this Agreement shall be
                           directed to the following address:

                           If to Company:

                               Mariner Energy, Inc.
                               580 WestLake Boulevard, Suite 1300
                               Houston, Texas 77079

                               Attention:  President and Chief Executive Officer

                           If to Employee:

                               Christopher E. Lindsey
                               13118 Chriswood
                               Cypress, Texas 77429

                           Company and Employee may change the above addresses
                           for notice purposes by notifying the other in
                           writing.

                  21.7     The Company may withhold from any amounts payable
                           under this Agreement such federal, state, or local
                           taxes as shall be required to be withheld pursuant
                           to any applicable law or regulation.

         Executed as of the Effective Date in duplicate originals at Houston,
Texas.


Acknowledged by:                             MARINER ENERGY, INC.



/s/ W. Hunt Hodge                            By: /s/ Robert E. Henderson
-------------------------------                  ------------------------------
        W. Hunt Hodge                                 Robert E. Henderson
Vice President - Administration                          President and
                                                    Chief Executive Officer

                                                                      "COMPANY"


                                             /s/ Christopher E. Lindsey
                                             ----------------------------------
                                                   Christopher E. Lindsey

                                                                     "EMPLOYEE"


EMPLOYMENT AGREEMENT--CHRISTOPHER E. LINDSEY

                                      -19-