exv10w24






Exhibit 10.24




AMENDMENT TO EMPLOYMENT AGREEMENT




     This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June
8, 2006 (the “Effective Date”), by and between Mariner Energy, Inc., a Delaware corporation (the
“Company”), and Jesus Melendrez (“Executive”).



     WHEREAS, the Company and Executive have previously entered into the Employment Agreement dated
as of February 7, 2005 (the “Employment Agreement”), and desire to amend the Employment Agreement
as set forth below.



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



     1. Amendment. Section 8(a) of the Employment Agreement is hereby amended to read in
its entirety as follows:



     “8. Change of Control.




     “(a) Upon the termination of Executive’s employment with the Company for any reason
other than Cause at any time on or within nine months after a Change of Control that occurs
during the Employment Period or upon the occurrence of a Change of Control within nine
months following a termination of Executive’s employment that entitles Executive to
severance under Section 7(c), the Company shall pay Executive, subject to Section 8(d)
below, an amount equal to 2.5 times the sum of Executive’s Base Salary plus his Average
Bonus Amount. The Executive’s “Average Bonus Amount” shall be the average annual amount
paid or payable to Executive as bonuses for the Company’s three calendar years ended
immediately prior to the occurrence of the Change of Control (or for the number of calendar
years that Executive has been an employee of the Company before the occurrence of the Change
of Control, if less than three); provided that any payment otherwise payable under this
Section 8(a) shall be subject to Section 7(h) notwithstanding that such payment is not a
severance payment.”



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



     3. Entire Agreement and Amendment. The Employment Agreement and this Amendment
contain the entire agreement of the parties with respect to Executive’s employment and the other
matters covered herein (except to the extent that other agreements are specifically referenced
therein or herein).



     4. Counterparts. This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist



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of a copy hereof containing multiple signature pages, each signed by one party, but together
signed by both parties hereto.




     5. Code Section 409A Compliance. Notwithstanding anything in the Employment Agreement
or this Amendment to the contrary, if any provision thereof or hereof would result in the
imposition of an additional tax under Code Section 409A and related regulations and Treasury
pronouncements (“Section 409A”), that provision will be reformed to avoid imposition of the
applicable tax and no action taken to comply with Section 409A shall be deemed to adversely affect
Executive’s rights under the Employment Agreement, as amended hereby.



     IN WITNESS WHEREOF, Executive and the Company have executed this Amendment to be effective for
all purposes as of the Effective Date.



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	/s/ Jesus Melendrez
 	 
	 	Jesus Melendrez 	 
	 	 	 
	 
	 	MARINER ENERGY, INC.

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

and President 	 
	 




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