Exhibit 10.1



 





Execution Version







 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


This First Amendment to Employment Agreement
(this “Amendment”), dated as of the 15th day of October, 2015, is entered into by Energy XXI Ltd (formerly
Energy XXI (Bermuda) Limited), a Bermuda corporation (“Company”) and John D. Schiller, Jr. (“Executive”).
Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Employment
Agreement (as defined below).


 


WHEREAS, on September 10, 2008, Company
and Executive entered into an employment agreement (the “Employment Agreement”); and


 


WHEREAS, the Employment Agreement currently
provides that provides Executive is entitled to serve both as Chairman of the Board and Chief Executive Officer of the Company;


 


WHEREAS, in addition
to currently serving as Chairman of the Board and Chief Executive Officer of the Company, Executive also currently serves as President
of the Company;


 


WHEREAS, Section 16 of the Employment Agreement
provides that the Employment Agreement may be amended by an agreement in writing that is signed by Executive and an officer of
the Company who has been specifically authorized by the Board to execute such amendment;


 


WHEREAS, the undersigned officer of the
Company has been specifically authorized by the Board to execute this Amendment;


 


WHEREAS, the parties desire to enter
into this Amendment in order to remove Executive’s contractual right to serve as Chairman of the Board, as well as to
clarify that Executive will have the contractual right  to serve as President.


 


NOW THEREFORE, in consideration of the foregoing,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Executive
agree as follows:


 


1.No Requirement that Executive Be
Appointed Chairman of the Board. Section 3(a) of the Employment Agreement is hereby amended and restated in its entirety as
follows:


 


(a)Positions. During the
Term, Executive shall serve as Chief Executive Officer and President of the Company (and/or in such other positions as the
parties mutually may agree), with such customary duties and responsibilities as may from time to time be assigned to him by
the Company’s Board of Directors (“Board”), provided that such duties are at all times consistent with the
duties of such positions. Executive agrees to serve without additional compensation, if elected or appointed thereto, in one
or more offices or as a director of the Company or any of Company’s Affiliates. For purposes of this Agreement, the
term “Affiliate” shall mean any entity which owns or controls, is owned or controlled by, or is under common
ownership or control with, Company. Executive agrees to serve in the positions referred to herein and to perform all duties
relating thereto diligently and to the best of his ability.


 






     


     


    

 


2.Miscellaneous. 


 


(a) Ratification of Employment Agreement. Except as amended by this Amendment, the rights and obligations of the parties
hereto under the Employment Agreement are ratified and confirmed and shall remain in full force and effect in accordance with their
respective terms.


 


(b) Amendments; Waivers. No provision of this Amendment may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by Executive and such officer as may be specifically authorized by the Board. No
waiver by either party hereto at any time of any breach by the other party hereto of, or in compliance with, any condition or provision
of this Amendment to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.


 


(c) Applicable Law. This Amendment is entered into under, and the validity, interpretation, construction and performance
of this Amendment shall be governed by, the laws of the State of Texas.


 


(d) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile transmission or by electronic transmission of a .pdf or other electronic file shall be as effective
as delivery of a manually signed counterpart of this Amendment.


 


(e) Headings. The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive
purposes.


 


[Remainder of Page
Intentionally Left Blank]


 




    2 


     


    

 


IN WITNESS WHEREOF, this Amendment is executed
as of the date first set forth above. 


 


	 	ENERGY XXI LTD
	 	 	 
	 	By:	/s/ Bruce W. Busmire
	 	 	Bruce W. Busmire
	 	 	Chief Financial Officer
	 	 	 
	 	/s/ John D. Schiller, Jr.
	 	JOHN D. SCHILLER, JR.