exhibit10_1.htm


    
      
         


      

      
        
        

      

      
         


        
          Exhibit
10.1

        

      

    


    AMENDMENT
TO

     

    PLAINS
EXPLORATION & PRODUCTION COMPANY

     

    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

     

    


     

    This Amendment (“Amendment”) to the
PLAINS EXPLORATION &
PRODUCTION COMPANYAMENDED AND RESTATED EMPLOYMENT
AGREEMENT (“Agreement”) by and between Plains
Exploration & Production Company, a Delaware corporation (“Company”) and
James C. Flores (“Employee”) is entered into effective March 12,
2008.

     

    WHEREAS, the parties desire to amend
the Agreement to provide for additional restricted stock unit grants to
Employee, to extend the Term of the Agreement and to make other miscellaneous
changes, each in consideration for additional continued services of Employee on
behalf of the Company.

     

    NOW THEREFORE, in consideration of the
mutual covenants contained herein, and for other valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:

     

    1.  Section
2 shall be amended by adding the following sentence:

     

    “Notwithstanding
anything to the contrary, effective as of March 12, 2008, the Term of the
Agreement shall be extended through March 12, 2013 and shall automatically be
renewed and extended for a period of sixty (60) months commencing on March 13,
2008 and on each successive day thereafter.”

     

    2.  A
new Section 19 shall be added to the Agreement:

     

    19.           Long-Term Retention
Grant.    In addition to any other Restricted Stock
Unit (“RSU”) awards, Employee shall receive a long-term retention grant of two
hundred thousand (200,000) RSUs, which will be credited by the Company to a
notational account maintained by the Company on Employee’s behalf (“Account”)
effective as of September 30, 2015, and an additional award of two hundred
thousand (200,000) RSUs to be credited to his Account as of each of the four (4)
next succeeding anniversary dates, provided Employee is an employee of the
Company on such grant date(s) (collectively, the “Long-Term Retention
Grant”).

     

    Notwithstanding any other provisions of
this Agreement, the provisions of this Section 19 shall govern the Long-Term
Retention Grant.

     

    The RSUs credited to Employee’s Account
pursuant to the Long-Term Retention Grant hereunder shall become vested as
follows:

     

    September 30, 2015 grant
date--vest in full on September 30, 2020.

     

     

    
      
         

      

      
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    September 30, 2016 grant
date--vest in full on September 30, 2020.

     

    September 30, 2017 grant
date--vest in full on September 30, 2020.

     

    September 30, 2018 grant
date--vests 1/3 on September 30, 2019, 1/3 on September 30, 2020, and 1/3
on 9/30/2021.

     

    September 30, 2019 grant
date--vests 1/3 on September 30, 2020, 1/3 on September 30, 2021, and 1/3
on 9/30/2022.

     

    In the event (i) that Employee’s
employment is terminated by the Company for any reason other than Cause, (ii) of
Employee’s death or Disability, (iii) Employee resigns for Good Reason
(excluding for these purposes Section 6(e)(vi) of the Agreement), (iv) there is
a Change in Control, or  (v) Employee Retires, all
RSUs  previously granted pursuant to this Long-Term Retention Grant
but not then vested shall automatically become one hundred percent (100%) vested
as of such date.  For these purposes, “Retires” means the Employee has
resigned his employment with the Company on or after he has both attained age 63
and completed 10 or more years of service with the Company.

     

    Payment of the RSUs credited to
Employee pursuant to this Long-Term Retention  Grant shall be made to
the Employee (or his beneficiary or estate in the event of his death) in a
single lump sum as of the business day next following such vesting
date.

     

    If any amounts payable hereunder are
reasonably determined by the Company to be “nonqualified deferred compensation”
payable to a “specified employee” upon “separation from service” (within the
meaning of Section 409A of the Code), then, except for the maximum amounts that
may be immediately payable upon such separation from service (after taking into
account all applicable exceptions to Section 409A of the Code, including but not
limited to the exceptions for short-term deferrals and for separation pay only
upon an involuntary separation from service), which amounts shall be immediately
payable, all remaining amounts hereunder shall not be paid upon separation from
service, but shall be paid as described below.  As soon as
administratively feasible upon the Employee’s separation from service, the
maximum amount which may become payable to Employee after separation from
service (other than the amount that may be immediately payable in accordance
with the preceding sentence), shall be contributed to the trustee of a
Trust.  Such amounts that would otherwise be payable upon separation
from service shall be held by the trustee pursuant to the terms of such Trust
and paid to Employee as of the earlier of:  (1) the first day that is
six months following his separation from service; or (2) Employee’s date of
death.  Such amounts shall be accumulated and paid in a lump sum with
interest on any cash balance (based on the “prime rate” as published in the Wall
Street Journal, plus one (1) percent) on the date that is the earlier of (1) or
(2) above.

     

    Subject
to the consent of the Company and compliance with applicable law, Employee may
elect to change the applicable payment date.

     

    RSUs
shall be credited to Employee’s Account pursuant to the terms of the Amended and
Restated Plains Exploration & Production Company 2004 Stock Incentive Plan
(“2004 Stock Plan”) or any other adopted plan of the Company.  If, for
any reason, RSUs may not be credited to Employee’s Account pursuant to the 2004
Stock Plan or any other plan of the Company as of the credit date an amount of
cash equal to the fair market value of the RSUs shall be credited to Employee’s
Account as of such date.

     

     

    
      
         

      

      
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    In the
event of any subdivision or consolidation of outstanding shares of Common Stock,
declaration of a dividend payable in shares of Common Stock or other stock
split, then (i) the number of RSUs credited and to be credited to Employee’s
Account under this Amendment shall each be proportionately adjusted to reflect
such transaction. In the event of any other recapitalization or capital
reorganization of the Company, any consolidation or merger of the Company with
another corporation or entity, the adoption by the Company of any plan of
exchange affecting the Company’s common stock or any distribution to holders of
such common stock of securities or property (other than normal cash dividends or
dividends payable in common stock), the Company shall make appropriate
adjustments to the number of RSUs credited and to be credited to Employee’s
Account to give effect to such transaction; provided that such adjustments shall
only be such as are necessary to preserve, without increasing, the value of such
units. In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Company shall
be authorized to issue or assume units by means of substitution of new units, as
appropriate, for previously issued units or an assumption of previously issued
units as part of such adjustment.

     

    All
payments required to be made by the Company pursuant to this Long-Term Retention
Grant to the Employee, his spouse, his estate or beneficiaries, shall be subject
to withholding of all such amounts relating to taxes as the Company may
reasonably determine it should withhold pursuant to any applicable law or
regulation.  In lieu of withholding such amounts in whole or in part,
the Company may, in its sole discretion, accept other provisions for payment of
taxes as required by law, provided it is satisfied that all requirements of law
affecting its responsibilities to withhold such taxes have been
satisfied.

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties have
executed this Amendment as of March 12, 2008,  effective as provided
herein.

     

    


      
        	 
      	 
      	
                PLAINS
      EXPLORATION &

              
	 
      	 
      	
                PRODUCTION
      COMPANY

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ Winston M. Talbert

              
	 
      	 
      	
                Winston
      M. Talbert

              
	 
      	 
      	
                Executive
      Vice President and Chief Financial Officer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ John F. Wombwell

              
	 
      	 
      	
                Executive
      Vice President and General Counsel

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                EMPLOYEE

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ James C. Flores

              
	 
      	 
      	
                James
      C. Flores

              


      


      
        
           


        

        
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