**3. ****Compensation****.**     (a) During the Employment Period (as defined in Section 4 hereof), the Companyshall pay to Executive an annualized base salary of $187,500 (the “**Base Salary**”) inconsideration for Executive’s services under this Agreement, payable on a not less thansemi-monthly basis, in conformity with the Company’s customary payroll practices forexecutive salaries. For all purposes of this Agreement, Executive’s Base Salary shallinclude any portion thereof which is deferred under any nonqualified plan or arrangement.Each year, the Board shall review Executive’s salary based on market survey data, corporateperformance, and performance of Executive. If, in its sole and complete discretion, theBoard determines that an increase in Executive’s salary is appropriate, the Board may makesuch adjustment, and such adjusted salary shall thereafter be Executive’s Base Salary forpurposes of this Agreement. Executive’s Base Salary may not be reduced except as part of ageneral reduction of salaries paid to management employees that is necessitated by businessconditions, as determined by the Board.     (b) Executive may be eligible for an annual discretionary performance bonus withrespect to each calendar year during the Employment Period (the “**Annual Bonus**”). Theamount, if any, of Executive’s Annual Bonus will be determined by the Board in its sole andcomplete discretion based on market survey data, corporate performance, and performance ofExecutive. Bonus determinations will be made by the Board at a time convenient to the Boardbut typically within 60 calendar days of the end of each calendar year. The Board will, onan annual basis (at or near the beginning of each calendar year in the Employment Period)establish a target bonus for Executive for the upcoming year, and will communicate suchtarget to Executive. If the Board determines to award Executive an Annual Bonus, it will bepayable in conformity with the Company’s customary payroll practices for executive bonuses.The Board may also award additional bonuses or other compensation to Executive at any timein its sole and complete discretion.     (c) Any salary, bonus, and other compensation payments hereunder shall be subject tosuch payroll and other taxes, withholdings, and deductions as may be required by applicablelaw or with respect to Executive’s coverage in the Company’s insurance and other employeebenefit plans.     **4. ****Term of Employment****.**The initial term of this Agreement shall be for the periodbeginning on the Effective Date and ending at midnight (EST) on March 2, 2006 (the “**Initial Term**”);*provided, however,*that if the Company consummates an initial public offering of its common stockprior to March 3, 2006, the Initial Term shall end on March 2, 2007. For all purposes of thisAgreement, the consummation of a sale under Rule 144A and/or Regulation D of equity securities ofthe Company shall be treated as the consummation of an initial public offering by the Company. OnMarch 3, 2006 (or 2007, if applicable) and on March 3 of each succeeding year (each such date beingreferred to as a “**Renewal Date**”), this Agreement shall automatically renew and extend for a periodof 12 months (a “**Renewal Term**”) unless written notice of non-renewal is delivered from one party tothe other at least 90 days prior to such
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Renewal Date (in which case the Termination Date shall be the day immediately prior to suchRenewal Date). Notwithstanding any other provision of this Agreement, this Agreement may beterminated at any time during the Initial Term or the Renewal Term (if any) in accordance withSection 6. The period from the Effective Date through the Termination Date of this Agreement,regardless of the time or reason for such termination, shall be referred to herein as the“**Employment Period**.” In the event that this Agreement is not renewed, Executive shall become anat-will employee of the Company and the Company shall have the right to terminate Executive’semployment with the Company at any time.     **5. ****Benefits****.**Subject to the terms and conditions of this Agreement, Executive shallbe entitled to the following benefits during the Employment Period:     (a) ***Reimbursement of Business Expenses****.*The Company agrees to reimburse Executive forreasonable business-related expenses incurred in the performance of Executive’s duties underthis Agreement.     (b) ***Benefit Plans and Programs****.*To the extent permitted by applicable law and subjectto the terms and eligibility requirements of any such plan or program, Executive will beeligible to participate in all benefit plans and programs, including improvements ormodifications of the same, that are maintained by the Company generally for executiveemployees of the Company, subject to the eligibility requirements and other terms andconditions of those plans and programs. The Company will not, however, by reason of thisSection 5(b) be obligated either (1) to institute, maintain, or refrain from changing,amending, or discontinuing any such benefit plan or program, or (2) to provide Executivewith all benefits provided to any other person or individual employed by the Company or anyof its affiliates.     **6. ****Termination of Employment****.**     (a) ***Company’s Right to Terminate.***At any time during the Initial Term or anyRenewal Term, the Company shall have the right to terminate this Agreement andExecutive’s employment with the Company for any of the following reasons:     (1) Upon Executive’s death (in which case theTermination Date shall be the date of Executive’s death);     (2) Upon Executive’s Disability (as defined below);     (3) For Cause (as defined in Section 7); or     (4) For any other reason whatsoever, in the sole and complete discretion of theCompany.(b) ***Executive’s Right to Terminate.***At any time during the Initial Term or anyRenewal Term, Executive will have the right to terminate this Agreement andExecutive’s employment with the Company for:
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     (1) Good Reason (as defined in Section 7); or     (2) For any other reason whatsoever, in the sole and complete discretion ofExecutive.(c) ***“Disability.”***For purposes of this Agreement, “Disability” means that Executivehas sustained sickness or injury that renders Executive incapable of performing theduties and services required of Executive hereunder for a period of 90 consecutivecalendar days or a total of 120 calendar days during any 12 month period.(d) ***“Notices.”***Any termination of this Agreement by the Company under Section 6(a)(other than termination due to the death of Executive), or by Executive underSection 6(b) shall be communicated by a Notice of Termination to the other party. A“Notice of Termination” means a written notice that (1) indicates the specifictermination provision in this Agreement relied upon and (2) if the termination is bythe Company for Cause or by Executive for Good Reason, sets forth in reasonabledetail the facts and circumstances claimed to provide a basis for termination ofExecutive’s employment under the provision so indicated. The Notice of Terminationmust specify the Termination Date. In the case of a termination by the Company forCause or due to Executive’s Disability, or by Executive for Good Reason, theTermination Date may be as early as the date notice is given but no later than 30calendar days after notice is given, unless otherwise agreed to in writing by bothparties. In the case of a termination by the Company or by Executive for any otherreason, the Termination Date may be as early as 14 calendar days after notice isgiven but no later than 60 calendar days after notice is given, unless otherwiseagreed to by the parties in writing.     **7. ****Severance Payments****.**(a) ***Termination by the Company.***If (1) the Company terminates this Agreement andExecutive’s employment with the Company and its affiliates during the Initial Termor the Renewal Term (if any) pursuant to Section 6(a)(4), (2) Executivesigns and does not revoke a waiver and release agreement substantially similar toExhibit B, and (3) Executive continues to comply with Executive’s ongoingobligations under Sections 11 and 12 of this Agreement, then, subject toSection 7(h), the Company shall pay Executive severance in accordance withSection 7(c). Such severance payments shall be in addition to payment bythe Company of all previously unpaid amounts (including, without limitation, salary,bonuses, equity plans, incentive compensation plans, fringe benefits, and expensereimbursements) owed to Executive under this Agreement with respect to periods priorto the Termination Date.(b) ***Termination by Executive.***If (1) Executive terminates this Agreement andExecutive’s employment with the Company and its affiliates during the Initial
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Term or the Renewal Term (if any) pursuant to Section 6(b)(1), (2) Executivesigns and does not revoke a waiver and release agreement substantially similar toExhibit B, and (3) Executive continues to comply with Executive’s ongoingobligations under Sections 11 and 12 of this Agreement, then, subject toSection 7(h), the Company shall pay Executive severance in accordance with Section7(c). Such severance payments shall be in addition to payment by the Company of allpreviously unpaid amounts (including, without limitation, salary, bonuses, equityplans, incentive compensation plans, fringe benefits, and expense reimbursements)owed to Executive under this Agreement with respect to periods prior to theTermination Date.(c) ***Severance Amount.***If the Company is required to pay Executive severance by theexpress terms of Section 7(a) or 7(b), the Company shall pay Executive thefollowing as severance:(1) Executive’s Base Salary at the highest rate in effect prior to theTermination Date as salary continuation for a period of eighteen months commencingon the date on which Executive’s employment with the Company is terminated (the“**Termination Date**”) (the “**Severance Period**”), payable in equal monthly installmentspursuant to the Company’s customary payroll practices for executive salaries;*provided, however,*that, at the option of the Company, the amounts payable underthis Section 7(c) may be paid by the Company in one lump sum.(2) Executive, Executive’s spouse, and Executive’s dependents will continue tobe eligible for coverage under the Company’s group health plan or any successor planon the same basis as active executive employees of the Company, their spouses, andtheir dependents for the duration of the Severance Period. If and when group healthcoverage under another employer’s plan is made available to Executive, Executive’sspouse, or Executive’s dependents, the Company’s obligations under this paragraphwill cease with respect to each person to whom such coverage is made available,notwithstanding that such person may not in fact become covered under such otheremployer’s plan. Executive’s portion of the premium for such coverage shall bewithheld from the salary continuation payments described in paragraph (1)immediately above or, if salary continuation has been paid in a lump sum, Executiveshall reimburse the Company for Executive’s portion of the premium on a monthlybasis.(3) An amount equal to the sum of amounts paid or payable to Executive asbonuses by the Company for the year prior to the year in which the Termination Dateoccurs. This amount will be payable in one lump sum, to Executive within 30 daysafter the end of the Severance Period.(4) Executive shall become 100% vested in all of the shares of restricted stockgranted to Executive under the Mariner Energy, Inc. Equity
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Participation Plan to the extent Executive is less than 100% vested in suchshares as of the Termination Date.(5) Executive shall become 50% vested in all of the rights and interestsgranted to Executive under the Company’s stock and other equity plans (other thanthe Mariner Energy, Inc. Equity Participation Plan), including without limitationany stock options, restricted stock, restricted stock units, performance units,and/or performance shares to the extent Executive is less than 50% vested in suchaward as of the Termination Date.(6) Notwithstanding any other provision hereof, if the Company incurs anobligation to pay severance under this Section 7(c) in connection with thetermination of Executive’s employment after the consummation of an initial publicoffering by the Company, then, subject to Section 7(h), Executive shall be entitledto receive the amounts specified in Section 8(a) in lieu of the amounts specified inSections 7(c)(1) and 7(c)(3).(7) Payments under this Section 7(c) shall be in lieu of any severance benefitsotherwise due to Executive under any severance pay plan or program maintained by theCompany that covers its employees or executives generally. If Executive receivespayment under Section 8(a), payments otherwise payable under Section 7(c)(1) shallterminate.***(d) Termination in Event of Executive’s Disability.***If (1) the Company terminatesExecutive’s employment with the Company and its affiliates during the Initial Termor the Renewal Term (if any) pursuant to Section 6(a)(2), (2) Executivesigns and does not revoke a waiver and release agreement substantially similar toExhibit B, and (3) Executive continues to comply with Executive’s ongoingobligations under Section 11 and 12 of this Agreement, then, subject toSection 7(h), the Company shall pay Executive the severance described in accordancewith Section 7(e). Such severance payments shall be in addition to paymentby the Company of all previously unpaid amounts (including, without limitation,salary, bonuses, equity plans, incentive compensation plans, fringe benefits, andexpense reimbursements) owed to Executive under this Agreement with respect toperiods prior to the Termination Date.***(e) Disability Severance.***If the Company is required to pay Executive severance bythe express terms of Section 7(d), the Company shall pay Executive the following as severance**:**(1) Executive’s Base Salary at the highest rate in effect prior to theTermination Date as salary continuation for the duration of the Severance Period,payable in equal monthly installments pursuant to the Company’s customary payrollpractices for executive salaries; *provided, however,*that, at the option of theCompany, the amounts payable under this Section 7(e) may be paid by theCompany in one lump sum.
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(2) Executive, Executive’s spouse, and Executive’s dependents will continue tobe eligible for coverage under the Company’s group health plan or any successor planon the same basis as active executive employees of the Company, their spouses, andtheir dependents for the duration of the Severance Period. Executive’s portion ofthe premium for such coverage shall be withheld from the salary continuationpayments described in paragraph (1) immediately above or, if salary continuation hasbeen paid in a lump sum, Executive shall reimburse the Company for Executive’sportion of the premium on a monthly basis. If and when group health coverage underanother employer’s plan is made available to Executive, Executive’s spouse, orExecutive’s dependents, the Company’s obligations under this paragraph will ceasewith respect to each person to whom such coverage is made available, notwithstandingthat such person may not in fact become covered under such other employer’s plan.(3) An amount equal to the sum of amounts paid or payable to Executive asbonuses awarded by the Company for the calendar year prior to the calendar year inwhich the Termination Date occurs. This amount will be payable in one lump sum toExecutive within 30 days after the end of the Severance Period.(4) Executive shall become 100% vested in all of the shares of restricted stockgranted to Executive under the Mariner Energy, Inc. Equity Participation Plan to theextent Executive is less than 100% vested in such shares as of the Termination Date.(5) Executive shall become 50% vested in all of the rights and interestsgranted to Executive under the Company’s stock and other equity plans (other thanthe Mariner Energy, Inc. Equity Participation Plan), including without limitationany stock options, restricted stock, restricted stock units, performance units,and/or performance shares to the extent Executive is less than 50% vested in suchaward as of the Termination Date.(6) Notwithstanding any other provision hereof, if the Company incurs anobligation to pay severance under this Section 7(e) in connection with terminationof Executive’s employment after the consummation of an initial public offering bythe Company, then, subject to Section 7(h), Executive shall be entitled to receivethe amounts specified in Section 8(a) in lieu of the amounts specified in Sections7(e)(1) and 7(e)(3).(7) Payments under this Section 7(e) shall be in lieu of any severance benefitsotherwise due to Executive under any severance pay plan or program maintained by theCompany that covers its employees or executives generally.(f) “**Cause**” means the occurrence or existence, prior to occurrence of circumstancesconstituting Good Reason, of any of the following events:
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(1) Executive’s gross negligence or material mismanagement in performing, ormaterial failure or inability (excluding as a result of death or Disability) toperform, Executive’s duties and responsibilities as described herein or as lawfullydirected by the Board or the Chief Executive Officer of the Company;(2) Executive’s having committed any act of willful misconduct or materialdishonesty against the Company or any of its affiliates (including theft,misappropriation, embezzlement, forgery, fraud, falsification of records, ormisrepresentation) or any act that results in, or could reasonably be expected toresult in, material injury to the reputation, business or business relationships ofthe Company or any of its affiliates;(3) Executive’s material breach of this Agreement, any fiduciary duty owed byExecutive to the Company or its affiliates, or any written workplace policiesapplicable to Executive (including the Company’s code of conduct and policy onworkplace harassment) whether adopted on or after the date of this Agreement;(4) Executive’s having been convicted of, or having entered a plea bargain, aplea of *nolo contendre*or settlement admitting guilt for, any felony, any crime ofmoral turpitude, or any other crime that could reasonably be expected to have amaterial adverse impact on the Company’s or any of its affiliates’ reputations; or(5) Executive’s having committed any material violation of any federal lawregulating securities (without having relied on the advice of the Company’s attorneyto perform required acts on the Chief Executive Officer’s behalf) or having been thesubject of any final order, judicial or administrative, obtained or issued by theSecurities and Exchange Commission, for any securities violation involving fraud,including, for example, any such order consented to by Executive in which findingsof facts or any legal conclusions establishing liability are neither admitted nordenied.(g) “**Good Reason**” means the occurrence, prior to occurrence of circumstancesconstituting Cause, of any of the following events without Executive’s consent:(1) Any material breach by the Company of this Agreement, *provided*thatExecutive provides the Board written notice of such breach within 90 days from thefirst date that he is aware, or reasonably should be aware, of such breach and suchbreach is not remedied within 30 days of the Board’s receipt of such written notice;
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     (2) Any requirement by the Company that Executive relocate outside of theHouston metropolitan area;     (3) Failure of any successor to assume this Agreement not later than the dateas of which it acquires substantially all of the equity, assets or businesses of theCompany;     (4) Any material reduction in Executive’s title, responsibilities, or duties;or     (5) The assignment to Executive of any duties materially inconsistent with hisduties as Vice President of the Company.(h) ***Later Determinations****.*Notwithstanding any other provision of this Agreement, ifExecutive’s employment with the Company is terminated such that Executive isentitled to severance from the Company and within one year following suchtermination the Board determines that Cause exists or existed on, prior to, or aftersuch termination, Executive shall not be entitled to any severance from the Company,and any and all severance payments from the Company to Executive in any form oramount shall cease and any such payments or reimbursements already made to Executivemust be returned to the Company.     **8. ****Change of Control**.     (a) Upon the termination of Executive’s employment with the Company for any reason other thanCause at any time on or within nine months after a Change of Control that occurs during theEmployment Period or upon the occurrence of a Change of Control within nine months following atermination of Executive’s employment that entitles Executive to severance under Section 7(c), theCompany shall pay Executive, subject to Section 8(d) below, an amount equal to 2.0 times the sum ofExecutive’s Base Salary plus his Average Bonus Amount. The Executive’s “Average Bonus Amount” shallbe the average annual amount paid or payable to Executive as bonuses for the Company’s threecalendar years ended immediately prior to the occurrence of the Change of Control (or for thenumber of calendar years that Executive has been an employee of the Company before the occurrenceof the Change of Control, if less than three); provided that any payment otherwise payable underthis Section 8(a) shall be subject to Section 7(h) notwithstanding that such payment is not aseverance payment.     (b) Upon the occurrence of a Change of Control that occurs during the Employment Period orwithin nine months following a termination of Executive’s employment that entitles Executive toseverance under Section 7(c), Executive shall become 100% vested in all of the rights and interestsgranted to Executive under the Company’s stock and other equity plans, including without limitationany stock options, restricted stock, restricted stock units, performance units, and/or performanceshares to the extent Executive is less than 100% vested in such award as of the Termination Date.     (c) “Change of Control” means (i) after the Effective Date, any person or group of affiliatedor associated persons acquires more than 35% of the voting power of the Company; (ii)
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the consummation of a sale of all or substantially all of the assets of the Company; (iii) thedissolution of the Company or (iv) the consummation of any merger, consolidation, or reorganizationinvolving the Company in which, immediately after giving effect to such merger, consolidation orreorganization, less than 51% of the total voting power of outstanding stock of the surviving orresulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under theSecurities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Companyimmediately prior to such merger, consolidation or reorganization. Notwithstanding the foregoing,a Change of Control shall not include any acquisitions resulting from the consummation of theprivate placement offering of common stock of the Company under Rule 144A and/or Regulation D priorto March 31, 2005.     (d) Except as provided below, such Change of Control payments shall be in addition to paymentby the Company of all other amounts (including, without limitation, salary, bonuses, equity plans,incentive compensation plans, fringe benefits, and expense reimbursements) owed to Executive underother provisions of this Agreement. Notwithstanding the foregoing, if on or before the Change ofControl Executive becomes or has become entitled to payment pursuant to Section 7(c), the amountpayable under this Section 8 shall be reduced by the amount paid or payable to Executive underSection 7(c).     **9. ****Gross-up Parachute Payment**. In the event that Executive shall become entitled toany amounts (the “Regular Amounts”), whether pursuant to the terms of this Agreement or any otherplan, arrangement or agreement with the Company, any person whose actions result in a change ofownership covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended, or anyperson affiliated with the Company or such person, that will be subject to the tax (the “ExciseTax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed), theCompany shall pay to Executive an additional amount (the “Gross-up Payment”) such that the netamount retained by Executive after payment of all applicable federal and state taxes on the sum ofthe Regular Amount plus the Gross-up Payment, is equal to the net amount that would have beenretained by Executive after payment of all applicable federal and state taxes on the Regular Amountif it had not been subject to the Excise Tax.     **10. ****Conflicts of Interest**. Executive agrees that he shall promptly disclose to theBoard any conflict of interest involving Executive upon Executive becoming aware of such conflict.Executive’s ownership of an interest not in excess of five percent in a business organization thatcompetes with the Company shall not be deemed to constitute a conflict of interest.     **11. ****Confidentiality****.**The Company agrees to provide Executive valuable ConfidentialInformation of the Company and of third parties who have supplied such information to the Company.In consideration of such Confidential Information and other valuable consideration providedhereunder, Executive agrees to comply with this Section 11.(a) **“Confidential Information”**means, without limitation and regardless of whethersuch information or materials are expressly identified as confidential orproprietary, (i) any and all non-public, confidential or proprietary information orwork product of the Company or its affiliates, (ii) any information that gives the
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Company or its affiliates a competitive business advantage or the opportunity ofobtaining such advantage, (iii) any information the disclosure or improper use ofwhich is reasonably expected to be detrimental to the interests of the Company orits affiliates, (iv) any trade secrets of the Company or its affiliates, and (v) anyother information of or regarding the Company or any of its affiliates, or its ortheir past, present or future, direct or indirect, potential or actual officers,directors, employees, owners, or business partners, including but not limited toinformation regarding any of their businesses, operations, assets (including any Oiland Gas Interests as defined below), liabilities, properties, systems, methods,models, processes, results, performance, investments, investors, financial affairs,future plans, business prospects, acquisition or investment opportunities,strategies, business partners, business relationships, contracts, contractualrelationships, organizational or personnel matters, policies or procedures,management or compensation matters, compliance or regulatory matters, as well as anytechnical, seismic, industry, market or other data, studies or research, or anyforecasts, projections, valuations, derivations or other analyses, performed,generated, collected, gathered, synthesized, purchased or owned by, or otherwise inthe possession of, the Company or its affiliates or which Executive has learned ofthrough his employment with the Company. Confidential Information also includes anynon-public, confidential or proprietary information about or belonging to any thirdparty which has been entrusted to the Company or its affiliates. Notwithstandingthe foregoing, Confidential Information does not include any information which is orbecomes generally known by the public other than as a result of Executive’s actionsor inactions. “**Oil and Gas Interests**” means: (a) direct and indirect interests inand rights with respect to oil, gas, mineral and related properties (includingrevenues or net revenues therefrom) and assets of any kind and nature, direct orindirect, including without limitation working, royalty and overriding royaltyinterests, mineral interests, leasehold interests, production payments, operatingrights, net profits interests, other non-working interests and non-operatinginterests; (b) interests in and rights with respect to Hydrocarbons and otherminerals or revenues therefrom and contracts or agreements in connection therewithand claims and rights thereto (including oil and gas leases, operating agreements,unitization and pooling agreements and orders, division orders, transfer orders,mineral deeds, royalty deeds, oil and gas sales, exchange and processing contractsand agreements and, in each case, interests thereunder), surface interests, feeinterests, reversionary interests, reservations and concessions; (c) easements,rights of way, licenses, permits, leases, and other interests associated with,appurtenant to, or necessary for the operation of any of the foregoing; and (d)interests in equipment and machinery (including well equipment and machinery), oiland gas production, gathering, transmission, compression, treating, processing andstorage facilities (including tanks, tank batteries, pipelines and gatheringsystems), pumps, water plants, electric plants, gasoline and gas processing plants,refineries and other tangible personal property and fixtures associated with,appurtenant to, or necessary for the operation of any of the foregoing, regardlessof location. ***“*****Hydrocarbons**”
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means oil, condensate gas, casinghead gas and other liquid or gaseous hydrocarbons.(b)*** Protection.***In return for the Company’s promise to provide Executive withConfidential Information, Executive promises (i) to keep the ConfidentialInformation, and all documentation, materials and information relating thereto,strictly confidential, (ii) not to use the Confidential Information for any purposeother than as required in connection with fulfilling his duties as Vice Presidentfor the benefit of the Company, and (iii) to return to the Company all documentscontaining Confidential Information in Executive’s possession upon separation fromthe Company for any reason**.**For the sake of clarity, Executive specificallyacknowledges and agrees that (x) the definition of Confidential Information inSection 11(a) includes (but is not limited to) any nonpublic information about theOil and Gas Interests (as defined above) and any other assets, investments,properties, sites or locations in which the Company or its affiliates have anownership or other interest or right, as well as any Oil and Gas Interests (asdefined above), assets, investments, properties, sites, locations, acquisitions orother business prospects upon which the Company or its affiliates have expendedresources in the past, are currently expending resources, or are contemplatingexpending resources in the future, and (y) that any use by Executive of suchConfidential Information other than as required in connection with fulfilling hisduties as Executive for the benefit of the Company will be a material breach of thisAgreement. The immediately preceding sentence has been included for the purpose ofhighlighting certain aspects of the foregoing covenants and shall in no event beread to limit or narrow the foregoing covenants.(c) ***Scope.***Executive understands and agrees that all Confidential Information, inwhatever medium (verbal, written, electronic or other), is subject to this Agreementwhether provided directly to Executive or not, whether provided to Executive priorto the Effective Date of this Agreement or not, and whether inadvertently disclosedto Executive or not. Confidential Information which was or is available toExecutive or to which Executive had or has access will be deemed to have beenprovided to Executive. Executive also hereby agrees that Confidential Informationshall be deemed to include information regarding the assets of the Company, even ifsuch information was learned by Executive prior to formation of the Company.(d) ***Value and Security.***Executive understands and agrees that all ConfidentialInformation, and every portion thereof, constitutes the valuable intellectualproperty of the Company, its affiliates, and/or third parties, and Executive furtheracknowledges the importance of maintaining the security and confidentiality of theConfidential Information and of not misusing the Confidential Information.(e) ***Disclosure Required By Law.***If Executive is legally required to disclose anyConfidential Information, Executive shall promptly notify the Company in
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writing of such request or requirement so that the Company may seek an appropriateprotective order or other relief. Executive agrees to cooperate with and not tooppose any effort by the Company to resist or narrow such request or to seek aprotective order or other appropriate remedy. In any case, Executive will (a)disclose only that portion of the Confidential Information that, according to theadvice of Executive’s counsel, is required to be disclosed (and Executive’sdisclosure of Confidential Information to Executive’s counsel in connection withobtaining such advice shall not be a violation of this Agreement), (b) usereasonable efforts (at the expense of the Company) to obtain assurances that suchConfidential Information will be treated confidentially, and (c) promptly notify theCompany in writing of the items of Confidential Information so disclosed.(f) ***Third-Party Confidentiality Agreements.***To the extent that the Company possessesany Confidential Information which is subject to any confidentiality agreementswith, or obligations to, third parties, Executive will comply with all suchagreements or obligations in full. The immediately preceding sentence shall applyonly if the Company has provided Executive with a copy of such agreements, andExecutive may disclose such agreements and any related Confidential Information toCompany’s attorneys and rely on their advice regarding compliance therewith.(g) ***Survival.***The covenants made by Executive in this Section 11, other thanParagraph (f) hereof, will be effective only during the Employment Period and forthe two-year period immediately following the Employment Period, and to that extent(and only that extent) shall survive termination of this Agreement. The covenantsmade by Executive in Paragraph (f) of this Section 11 will be effective during theperiod specified in the confidentiality agreements described therein.     **12. ****No Solicitation****.**Executive shall not, for a period of one year after theTermination Date, either as principal, agent, independent contractor, consultant, director,officer, employee, employer, advisor, stockholder, partner, member, joint venturer, owner or in anyother individual or representative capacity whatsoever, whether paid or unpaid, either for his ownbenefit or for the benefit of any other person or entity, either (A) contact or solicit, withrespect to hiring, any person known by Executive to be or to have been, at any time during the12-month period immediately preceding the Termination Date, an employee of the Company or itsaffiliates, or (B) induce or otherwise counsel, advise or encourage any employee of the Company orits affiliates to leave the employment of the Company or their respective employment with theCompany’s affiliates, as the case may be; provided, however, that this restriction shall not applyto any solicitations contained in an advertisement directed generally to the public or the trade,nor to any contacts resulting from such a solicitation. If Executive fails to comply with thisSection 12, the Company shall be entitled to, among other remedies, compliance by Executivewith the terms of this section for an additional period of time that shall equal the period overwhich such noncompliance occurred. Notwithstanding any other provision hereof, this Section 12shall not apply (1) if the Company terminates Executive’s employment with the Company and itsaffiliates pursuant to Section 6(a)(4) or pursuant to delivery by the Company to Executiveof a
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notice of non-renewal in accordance with Section 4, (2) if Executive terminatesExecutive’s employment with the Company and its affiliates pursuant to Section 6(b)(1), or(3) after the occurrence of a Change of Control.     **13. ****Defense of Claims**. Executive agrees that, during the Employment Period and for aperiod of 36 months after the Termination Date, upon request from the Company, Executive willcooperate with the Company and its affiliates in the defense of any claims or actions that may bemade by or against the Company or any of its affiliates that relate to Executive’s prior areas ofresponsibility, except if Executive’s reasonable interests are adverse to the Company or affiliatesin such claim or action. If Executive is not an employee of the Company or an affiliate at suchtime, the Company agrees to compensate Executive for his time spent on such matters at the rate of$150 per hour, and in addition, to pay or reimburse Executive for all of Executive’s reasonabletravel and other direct expenses incurred, or to be reasonably incurred, to comply with Executive’sobligations under this Section 13, provided Executive provides reasonable documentation ofsame.     **14. ****Withholdings: Right of Offset****.**The Company may withhold and deduct from anypayments made or to be made pursuant to this Agreement (a) all federal, state, local and othertaxes as may be required pursuant to any law or governmental regulation or ruling, (b) anydeductions consented to in writing by Executive, and (c) any other sums owed by Executive to theCompany, any affiliate, or any employee benefit plan or program of the Company or any affiliate.     **15. ****Severability****.**It is the desire of the parties hereto that this Agreement beenforced to the maximum extent permitted by law, and should any provision contained herein be heldunenforceable by a court of competent jurisdiction or arbitrator (pursuant to Section 17),the parties hereby agree and consent that such provision shall be reformed to create a valid andenforceable provision to the maximum extent permitted by law; *provided, however,*if such provisioncannot be reformed, it shall be deemed ineffective and deleted herefrom without affecting any otherprovision of this Agreement.     **16. ****Title and Headings; Construction****.**Titles and headings to Sections hereof are forthe purpose of reference only and shall in no way limit, define or otherwise affect the provisionshereof. Any and all Exhibits referred to in this Agreement are, by such reference, incorporatedherein and made a part hereof for all purposes. The words “herein”, “hereof”, “hereunder” andother compounds of the word “here” shall refer to the entire Agreement and not to any particularprovision hereof.     **17. ****Arbitration; Injunctive Relief; Attorneys’ Fees.**     (a) Subject to Section 17(b), any dispute, controversy or claim betweenExecutive and the Company arising out of or relating to this Agreement, Executive’semployment with Company, or the termination of either will be finally settled by arbitrationin Houston, Texas before, and in accordance with the rules for the resolution of employmentdisputes then obtaining of, the American Arbitration Association. The arbitrator’s awardshall be final and binding on both parties.
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     (b) Notwithstanding Section 17(a), an application for emergency or temporaryinjunctive relief by either party shall not be subject to arbitration under this Section17; provided, however, that the remainder of any such dispute (beyond theapplication for emergency or temporary injunctive relief) shall be subject to arbitrationunder this Section 17. Executive acknowledges that Executive’s violation ofSections 11 and/or 12 of this Agreement will cause irreparable harm to the Company,Executive agrees not to contest that Executive’s violation of Sections 11 and/or 12of this Agreement will cause irreparable harm to the Company and Executive agrees that theCompany shall be entitled as a matter of right to specific performance of Executive’sobligations under Sections 11 and 12 and an injunction, from any court of competentjurisdiction, restraining any violation or further violation of such agreements by Executiveor others acting on his/her behalf, without any showing of irreparable harm and without anyshowing that the Company does not have an adequate remedy at law. The Company’s right toinjunctive relief shall be cumulative and in addition to any other remedies provided by lawor equity.     (c) Each side shall share equally the cost of the arbitrator and bear its own costs andattorneys’ fees incurred in connection with any arbitration, unless a statutory claimauthorizing the award of attorneys’ fees is at issue, in which event the arbitrator mayaward a reasonable attorneys’ fee in accordance with the jurisprudence of that statute.     (d) Nothing in this Section 17 shall prohibit a party to this Agreement from(i) instituting litigation to enforce any arbitration award or (ii) joining another party tothis Agreement in a litigation initiated by a person which is not a party to this Agreement.     **18. ****Governing Law**. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. THEEXCLUSIVE VENUE FOR THE RESOLUTION OF ANY DISPUTE RELATING TO THIS AGREEMENT OR EXECUTIVE’SEMPLOYMENT (THAT IS NOT SUBJECT TO ARBITRATION UNDER SECTION 17 FOR ANY REASON) SHALL BE IN THESTATE AND FEDERAL COURTS LOCATED IN HARRIS COUNTY, TEXAS AND THE PARTIES HEREBY EXPRESSLY CONSENTTO THE JURISDICTION OF THOSE COURTS.     **19. ****Entire Agreement and Amendment****.**This Agreement contains the entire agreement ofthe parties with respect to Executive’s employment and the other matters covered herein (except tothe extent that other agreements are specifically referenced herein); moreover, this Agreementsupersedes all prior and contemporaneous agreements and understandings, oral or written, betweenthe parties hereto concerning the subject matter hereof and thereof. This Agreement may beamended, waived or terminated only by a written instrument executed by both parties hereto.     **20. ****Survival of Certain Provisions****.**Wherever appropriate to the intention of theparties hereto, the respective rights and obligations of said parties, including, but not limitedto,
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the rights and obligations set forth in Sections 6 through 18 hereof, shall surviveany termination or expiration of this Agreement for any reason.     **21. ****Waiver of Breach****.**No waiver by either party hereto of a breach of any provisionof this Agreement by the other party, or of compliance with any condition or provision of thisAgreement to be performed by such other party, will operate or be construed as a waiver of anysubsequent breach by such other party or any similar or dissimilar provision or condition at thesame or any subsequent time. The failure of either party hereto to take any action by reason ofany breach will not deprive such party of the right to take action at any time while such breachcontinues.     **22. ****Assignment****.**Neither this Agreement nor any rights or obligations hereunder shallbe assignable or otherwise subject to hypothecation by Executive (except by will or by operation ofthe laws of intestate succession) or by the Company, except that the Company may assign thisAgreement to any successor (whether by merger, purchase or otherwise) to all or substantially allof the equity, assets or businesses of the Company, if such successor expressly agrees to assumethe obligations of the Company hereunder.     **23. ****Notices****.**Notices provided for in this Agreement shall be in writing and shall bedeemed to have been duly received (a) when delivered in person or sent by facsimile transmission,(b) on the first business day after such notice is sent by air express overnight courier service,or (c) on the third business day following deposit in the United States mail, registered orcertified mail, return receipt requested, postage prepaid and addressed, to the following address,as applicable: (1) If to Company, addressed to:    Mariner Energy, Inc.