exv10w4



 







EXHIBIT
10.4




AMENDMENT TO TERMINATION AGREEMENT




     THIS AMENDMENT (the “Amendment”) to the Termination Agreement dated as of                     , ___, as
amended to date (the “Termination Agreement”), between PetroQuest Energy, Inc., a Delaware
corporation (the “Company”), and
                    
(the “Executive”) is made and entered into this ___ day
of May, 2006 between the Company and the Executive. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Termination Agreement.



W I T N E S S E T H:




     WHEREAS, the Company and the Executive entered into the Termination Agreement providing for,
among other things, the payment of severance benefits to the Executive by the Company upon a Change
in Control of the Company and consequent actual or constructive termination of the Executive’s
employment by the Company (a “Change in Control Termination”); and



     WHEREAS, the Company and the Executive desire to amend the Termination Agreement.



     NOW, THEREFORE, the Company and the Executive hereby amend the Termination Agreement as
follows:



     1. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Termination Agreement as defined therein unless otherwise defined herein



     2. The first paragraph of Section 5(c) is hereby amended and restated in its entirety to read
as follows:




In the event that the Executive becomes entitled to the severance benefits
described in Sections 5(a) and 5(b) or any other benefits or payments under this
Agreement or any other agreement, plan, instrument or obligation in whatever form
of the Company or its subsidiaries or affiliates (other than pursuant to this
Section) including by reason of the accelerated vesting of stock options or
restricted stock hereunder or thereunder (together, the “Total Benefits”), and in
the event that any of the Total Benefits will be subject to the Excise Tax, the
Company shall pay to the Executive an additional amount (the “Gross-Up Payment”)
such that the net amount retained by the Executive, after deduction of any Excise
Tax on the Total Benefits and any federal, state and local income tax, Excise Tax
and FICA and Medicare withholding taxes upon the payment provided for by this
Section, shall be equal to the Total Benefits.



     3. Section 13 is hereby added to the Termination Agreement to read as follows:



 









 






     13. Code Section 409A. This Agreement is not intended to be
deferred compensation under Code Section 409A under the Internal Revenue Code of
1986, as amended, and the regulations, notices and rulings thereunder. The
parties agree to amend this Agreement to the extent necessary to insure that this
Agreement is not deferred compensation under Code Section 409A or to comply with
Code Section 409A in order to maintain the terms of the Agreement so that there
is no reduction in the total amounts payable to executive hereunder shall be
reduced.



     4. Except as amended by this Amendment, the Termination Agreement shall remain in full force
and effect and is hereby ratified and affirmed. In the event of a conflict between the terms in
this Amendment and the Termination Agreement, the Amendment shall control.



     5. In case of one or more of the provisions contained in this Amendment for any reason shall
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Amendment, but this Amendment shall
be construed as if such invalid, illegal or unenforceable provisions had never been a part of this
Amendment.



     6. This Amendment shall be binding upon and inure to the benefit of the Company, its
successors, legal representatives and assigns and upon the Executive, his or her heirs, executors,
administrators, and representatives. Any reference to the Company herein shall mean the Company as
well as any successors thereto.



     7. This Amendment may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document. All counterparts must be construed together to
constitute one and the same instrument.



     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this
Amendment as of the date first written above.



	 	 	 	 	 	 	 
	 	 	PETROQUEST ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[Name]