Exhibit 10.11


 


EMPLOYMENT AGREEMENT


 


                THIS AGREEMENT,
made and entered into as of December 1, 2005 (the “Effective Date”), by and
between ATP Oil & Gas Corporation (the “Company” or “ATP”) and George Ross Frazer
(the “Executive”);


 


WITNESSETH
THAT:


 


                WHEREAS,
the Executive currently serves as the Company’s Vice President, Engineering; and


 


                WHEREAS, the
Company and Executive desire to enter into this Agreement pertaining to the
continued employment of the Executive by the Company;


 


                NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth below and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Executive and the Company hereby agree as follows:


 


                1.             Performance of Services. The
Executive’s employment with the Company shall be subject to the following:


 


(a)           Subject to the terms of this
Agreement, the Company hereby agrees to employ the Executive as its Vice President,
Engineering during the Agreement Term (as defined below) and the
Executive hereby agrees to remain in the employ of the Company during the
Agreement Term.


 


(b)           The Executive agrees that he shall
perform his duties faithfully and efficiently subject to the direction of the
Company President.  The Executive’s
duties shall include providing services for both the Company and its Affiliates
(as used herein, Company shall mean and include the Company and all of its
Affiliates); provided, that the Executive shall not, without his consent, be
assigned tasks that would interfere or be inconsistent with those of Vice President,
Engineering.  The Executive will
have such authority, power, responsibilities and duties as are traditional and
inherent to his position at ATP (and the undertakings applicable to his
position) and necessary to carry out his responsibilities and the duties
required of him hereunder.


 


(c)           Notwithstanding the foregoing
provisions of this paragraph 1, during the Agreement Term the Executive may
devote reasonable time to activities other than those required under this
Agreement, including activities involving professional, charitable,
educational, religious and similar types of organizations, speaking
engagements, membership on the boards of directors of other profit or
not-for-profit organizations, and similar activities, to the extent that such
other activities do not, in the judgment of the Company President, inhibit or
prohibit the performance of the Executive’s duties under this Agreement or
conflict in any material way with the Company’s business.  The Executive will make periodic reports as
requested by the Company President indicating the nature of activities falling
within this provision.


 


 





















 


(d)           Subject to the terms of this
Agreement, the Executive shall not be required to perform services under this
Agreement during any period that he is Disabled (as defined in paragraph 3(b)).


 


(e)           The “Agreement Term” shall be the
period beginning on the Effective Date and ending on November 30, 2008.  On each anniversary of the Effective Date,
this Agreement shall automatically be extended for an additional one-year
period, unless either party to this Agreement provides notice of non-renewal to
the other party at least 6 months before any anniversary of the Effective
Date.  The term “Agreement Term” shall
also include any renewal period under the foregoing provisions of this
paragraph 1(e).


 


(f)            For purposes of this Agreement, the
term “Affiliate” shall mean any corporation, partnership, joint venture or
other entity in which at least a fifty percent interest in such entity is owned,
directly or indirectly, by the Company (or a successor to the Company).


 


                2.             Compensation and Benefits.  Subject to the terms of this Agreement,
during the Agreement Term while the Executive is employed by the Company, the
Company shall compensate him for his services as follows:


 


(a)           Base Salary.  The Executive shall receive base salary equal
to the annual rate currently paid to the Executive at the time of execution of
this Agreement, payable in substantially equal monthly or more frequent
installments.  The Executive’s Salary
shall be reviewed periodically to determine whether a change in the amount of
Salary is appropriate.


 


(b)           Annual Bonus. The Executive
shall be eligible to participate in an annual bonus plan.


 


(c)           Restricted Stock Award.  As of the Effective Date, the Executive shall
be awarded 9,088 shares of common stock of the
Company (“Restricted Stock”) under the Company’s 2000 Stock Option Plan (“Stock
Option Plan”).  Such Restricted Stock
award shall be subject to the terms and conditions of the Stock Option
Plan.  Except as otherwise specifically
provided in this Agreement, the Stock Option Plan, or the restricted stock
agreement evidencing the award, such shares of Restricted Stock shall be
forfeited if the Executive’s Date of Termination occurs prior to the date such
shares of Restricted Stock become vested. 
The Restricted Stock shall vest with respect to 50% of the shares
awarded on the first anniversary of the Effective Date, and shall vest with respect
to an additional 25% of the shares awarded on each of the second and third
anniversaries of the Effective Date.


 


(d)           Other Benefits.  The Executive shall be eligible to
participate in any and all employee benefit plans maintained by the Company
from time to time.


 


(e)           Perquisites.  The Executive shall be entitled to no less
than the perquisites provided by the Company to its senior executive officers.


 


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(f)            Salary.  For purposes of this Agreement, “Salary”
shall mean Base Salary, Annual Bonus, Restricted Stock Award and other benefits
and perquisites as they are described in subsections (a) through (e) of Section
2 of this Agreement.


 


                3.             Termination.  The Executive’s employment with the Company
during the Agreement Term may be terminated under the following circumstances.


 


(a)           Death.  The Executive’s employment hereunder shall
terminate upon his death.


 


(b)           Disability.  If the Executive becomes Disabled, the
Company may terminate his employment with the Company.  For purposes of this Agreement, the Executive
shall be deemed to be “Disabled” if (i) he is eligible for disability benefits
under the Company’s long term disability plan, or (ii) he has a physical or
mental disability which renders him incapable, after reasonable accommodation,
of performing substantially all of his duties hereunder for a period of 180
days (which need not be consecutive) in any 12-month period.  The Executive shall choose the physician with
the Company’s consent, which shall not be unreasonably withheld.


 


(c)           Cause.  The Company may terminate the Executive’s
employment hereunder immediately and at any time for Cause by written notice to
the Executive detailing the basis for the Cause termination.  For purposes of this Agreement, “Cause” means
in the reasonable judgment of the Company President (i) willful misconduct by
the Executive which is demonstrably, materially and intentionally injurious to
the Company, monetarily or otherwise, (ii) the engaging by the Executive in
egregious misconduct involving fiduciary or financial responsibilities to the
extent that his creditability and reputation no longer conforms to the standard
of senior executives of the Company, or (iii) the commission by the Executive
of a material act of dishonesty or breach of trust resulting or intending to
result in material personal benefit or material enrichment to the Executive at
the expense of the Company.  For purposes
of this provision, no act or failure to act shall be deemed “willful” unless
done or omitted to be done not in good faith and without reasonable belief that
such action or omission was in the best interest of the Company.


 


(d)           Good Reason.  The Executive may terminate his employment
hereunder for Good Reason, provided that he gives the Company notice of such
Good Reason within a reasonable period (but, except as provided below, in no
event more than 30 days) after he has knowledge of the events giving rise to
the Good Reason and the Company fails to correct such events within a
reasonable period (but in no event more than 30 days) after receiving such
notice from the Executive.  “Good Reason”
means, without the Executive’s consent, (i) assigning duties to the Executive
that are inconsistent in any substantial respect with the position, authority,
or responsibilities associated with the office of Vice President, Engineering, (ii) the
failure by the Company to pay the Executive any portion of his current
compensation within ten (10) business days of the date such compensation is
due, and (iii) the failure by the Company to continue any incentive
compensation plan in which the Executive participates which is material to his
compensation, unless an equitable substitute plan or alternative plan is made
available to the Executive.


 


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(e)           Termination by Executive.  The Executive may terminate his employment
hereunder at any time for any reason by giving the Company prior written notice
not less than 30 days prior to such termination.  Any termination pursuant to this paragraph
3(e) shall preclude a later claim that such termination was for Good Reason.


 


(f)            Mutual Agreement.  This Agreement may be terminated at any time
by mutual written agreement of the parties.


 


(g)           Termination by the Company without
Cause.  The Company may terminate the
Executive’s employment hereunder at any time for any reason by giving the
Executive written notice of such termination; provided, however, termination by
the Company shall be deemed to have occurred under this paragraph 3(g) only if
such termination by the Company is not pursuant to paragraph 3(b), 3(c) or
3(f).


 


(h)           Date of Termination.  “Date of Termination” means the last day that
the Executive is employed by the Company under the terms of this Agreement,
provided that his employment is terminated in accordance with one of the
foregoing provisions of this paragraph 3.


 


                4.             Rights Upon Termination.   The Executive’s right to payments and
benefits under this Agreement for periods after his Date of Termination shall
be determined in accordance with the following provisions of this paragraph 4:


 


(a)           If the Executive’s Date of
Termination occurs during the Agreement Term for any reason, the Company shall
pay to the Executive:


 


                (i)            The
Executive’s Salary for the period ending on the Date of Termination.


 


(ii)           Payment for unused vacation days, as
determined in accordance with Company policy in effect from time to time.


 


(iii)          Any other payments or benefits to be
provided to the Executive by the Company pursuant to any employee benefit plans
or arrangements adopted by the Company, to the extent such payments and
benefits are earned and vested as of the Date of Termination, or are required
by law to be offered for periods following the Executive’s Date of Termination.


 


                The amounts payable under clauses (i) and (ii) above
shall be paid in a lump sum as soon as practicable, but no later than 10 days,
following such Date of Termination.  Any
amounts payable under clause (iii) above shall be paid in accordance with the
terms of the applicable plan or arrangement.


 


(b)           If the Executive’s Date of
Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b)
(relating to being Disabled), then in addition to the amounts payable in
accordance with paragraph 4(a), the Executive will be entitled to:


 


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(i)            a pro rata bonus payment for the
fiscal year in which such Date of Termination occurs, if such bonus will be
paid to all employees, which shall be an amount equal to the product of:


 


(A)          the bonus the Executive would have
received for the fiscal year which includes his Date of Termination if he had
remained employed by the Company until the end of such year,


 


                                Multiplied by


 


(B)          a fraction, the numerator of which is
the number of days in the fiscal year preceding the Executive’s Date of
Termination and the denominator of which is 365.


 


Such pro rata bonus shall
be payable in a lump sum payment as soon as practicable, but no later than 10
days, following the Date of Termination.


 


(ii)           Immediate vesting in outstanding
Restricted Stock awarded in accordance with paragraph 2(c).


 


(c)           If the Executive’s Date of
Termination occurs under paragraph 3(d) (relating to termination by the
Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination
by the Company), then in addition to the amounts payable under paragraph 4(a),
the Executive shall be entitled to:


 


(i)            An amount equal to the Salary that
the Executive would have received if he had remained employed by the Company
until the end of the Agreement Term, at the rate in effect as of his Date of
Termination.


 


(ii)           A pro rata bonus payment for the year
in which the Date of Termination occurs, determined using the method described
in paragraph 4(b).


 


(iii)          Immediate vesting in outstanding
Restricted Stock awarded in accordance with paragraph 2(c).


 


(iv)          One year of continued medical, dental,
life and disability benefits, for the Executive, his spouse and eligible
dependents, at the same cost and under the same terms as active employees. In
the event that the Executive’s continued participation in any such plan,
program, or arrangement of the Company is prohibited by law or the terms of the
plan or contract, the Company will arrange to provide Executive with benefits
substantially similar to those which Executive would have been entitled to
receive under such plan, program, or arrangement for such period on a basis
which provides Executive with no additional after tax cost.


 


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                The amount payable under clauses (i) and (ii) above
shall be paid in a lump sum cash payment as soon as practicable following the
Executive’s Date of Termination, but in no event later than 10 days thereafter.


 


                5.             Payments on Change in Control.  In the event of a Change in Control (defined below),
the Executive shall be entitled to full and immediate vesting in the Restricted
Stock awarded under paragraph 2(c).


 


If the Executive’s Date
of Termination occurs on or within 12 months after a Change in Control, then
the Executive shall also be entitled to:


 


(a)           An
amount equal to 1.5 times the Executive’s Salary.  Such amount shall be paid in a lump sum cash
payment within five (5) business days of the Date of Termination; and


 


(b)           the
applicable benefits provided in paragraph 4; provided, however, the Salary
payable under subparagraph (a) above shall be in lieu of any Salary
payable under paragraph 4(c)(i) (relating to Salary through end of contract
term for non-Cause involuntary termination and termination for Good Reason), if
applicable.


 


                For purposes of
this Agreement, “Change in Control” shall mean the occurrence of one of the
following events:


 


(i)            any person, as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than (1) the Company, (2)
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or (3) any corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of the common stock of the Company), is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company (not including the securities
beneficially owned by such person or any securities acquired directly from the
Company or its affiliates) representing more than 25% of the combined voting
power of the Company’s then outstanding voting securities;


 


(ii)           during any period of not more than
two consecutive years, individuals who at the beginning of such period
constitute the Board (such board of directors being referred to herein as the
Existing Board), and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect a
transaction described in clause (i), (iii) or (iv) of this paragraph 5) whose
election by the Existing Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved (other than approval given in connection with an actual or threatened
proxy or election contest), cease for any reason to constitute at least 51% of
such Existing Board;


 


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(iii)          the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than (A) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding without conversion or by being
converted into voting securities of the surviving or parent entity) more than
50% of the combined voting power of the voting securities of the Company or
such surviving or parent entity outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person (as
hereinabove defined) acquires more than 25% of the combined voting power of the
Company’s then outstanding securities; or


 


(iv)          the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of 50% or more of the Company’s assets (or
any transaction having a similar effect).


 


                6.             Make
Whole Payment. If any amount payable to
the Executive by the Company or any subsidiary or affiliate thereof, whether
under this Agreement or otherwise (a “Payment”), is subject to any tax under
section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or
any similar federal or state law (an “Excise Tax”), the Company shall pay to
the Executive an additional amount (the “Make Whole-Amount”) which is
equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of
any interest, penalties, fines or additions to any tax which are imposed in
connection with the imposition of such Excise Tax, plus (iii) all income,
excise and other applicable taxes imposed on the Executive under the laws of
any Federal, state or local government or taxing authority by reason of the
payments required under clause (i) and clause (ii) and this clause (iii).


 


(a)           For
purposes of determining the Make-Whole Amount, the Executive shall be
deemed to be taxed at the highest marginal rate under all applicable local,
state, federal and foreign income tax laws for the year in which the Make-Whole
Amount is paid. The Make-Whole Amount payable with respect to an Excise
Tax shall be paid by the Company coincident with the Payment with respect to
which such Excise Tax relates.


 


(b)           All calculations under this paragraph 6 shall be made
initially by the Company and the Company shall provide prompt written notice
thereof to the Executive to enable the Executive to timely file all applicable
tax returns. Upon request of the Executive, the Company shall provide the
Executive with sufficient tax and compensation data to enable the Executive or
his tax advisor to independently make the calculations described in
subparagraph (a) above and the Company shall reimburse the Executive for
reasonable fees and expenses incurred for any such verification.


 


(c)           If
the Executive gives written notice to the Company of any objection to the
results of the Company’s calculations within 60 days of the Executive’s receipt
of written notice thereof, the dispute shall be referred for determination to
tax counsel selected by the independent auditors of the Company (“Tax Counsel”).
The Company shall pay all fees and expenses of such Tax Counsel. Pending such
determination by Tax Counsel, the 


 


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                Company
shall pay the Executive the Make-Whole Amount as determined by it in good
faith. The Company shall pay the Executive any additional amount determined by
Tax Counsel to be due under this paragraph 6 (together with interest thereon at
a rate equal to 120% of the Federal short-term rate determined under
section 1274(d) of the Code) promptly after such determination.


 


(d)           The
determination by Tax Counsel shall be conclusive and binding upon all parties
unless the Internal Revenue Service, a court of competent jurisdiction, or such
other duly empowered governmental body or agency (a “Tax Authority”) determines
that the Executive owes a greater or lesser amount of Excise Tax with respect
to any Payment than the amount determined by Tax Counsel.


 


(e)           If a
Taxing Authority makes a claim against the Executive which, if successful,
would require the Company to make a payment under this paragraph 6, the
Executive agrees to contest the claim on request of the Company subject to the
following conditions:


 


(i)            The
Executive shall notify the Company of any such claim within 10 days of becoming
aware thereof. In the event that the Company desires the claim to be contested,
it shall promptly (but in no event more than 30 days after the notice from the
Executive or such shorter time as the Taxing Authority may specify for
responding to such claim) request the Executive to contest the claim.  The Executive shall not make any payment of
any tax which is the subject of the claim before the Executive has given the
notice or during the 30-day period thereafter unless the Executive
receives written instructions from the Company to make such payment together
with an advance of funds sufficient to make the requested payment plus any
amounts payable under this paragraph 6 determined as if such advance were an
Excise Tax, in which case the Executive will act promptly in accordance with
such instructions.


 


(ii)           If
the Company so requests, the Executive will contest the claim by either paying
the tax claimed and suing for a refund in the appropriate court or contesting
the claim in the United States Tax Court or other appropriate court, as
directed by the Company; provided, however, that any request by the Company for
the Executive to pay the tax shall be accompanied by an advance from the
Company to the Executive of funds sufficient to make the requested payment plus
any amounts under this paragraph 6 determined as if such advance were an Excise
Tax.  If directed by the Company in
writing the Executive will take all action necessary to compromise or settle
the claim, but in no event will the Executive compromise or settle the claim or
cease to contest the claim without the written consent of the Company;
provided, however, that the Executive may take any such action if the Executive
waives in writing his right to a payment under this paragraph 6 for any amounts
payable in connection with such claim. 
The Executive agrees to cooperate in good faith with the Company in
contesting the claim and to comply with any reasonable request from the Company
concerning the contest of the claim, including the pursuit of administrative
remedies, the appropriate forum for any judicial proceedings, and the legal
basis for contesting the claim.  Upon 


 


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                request
of the Company, the Executive shall take appropriate appeals of any judgment or
decision that would require the Company to make a payment under this paragraph
6.  Provided that the Executive is in
compliance with the provisions of this section, the Company shall be liable for
and indemnify the Executive against any loss in connection with, and all costs
and expenses, including attorneys, fees, which may be incurred as a result of,
contesting the claim, and shall provide to the Executive within 30 days after
each written request therefor by the Executive cash advances or reimbursement
for all such costs and expenses actually incurred or reasonably expected to be
incurred by the Executive as a result of contesting the claim.


 


(f)            Should a Tax Authority finally
determine that an additional Excise Tax is owed, then the Company shall pay an
additional Make-Up Amount to the Executive in a manner consistent with
this paragraph 6 with respect to any additional Excise Tax and any assessed
interest, fines, or penalties.  If any
Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is
finally determined by a Tax Authority to exceed the amount required to be paid
under applicable law, then the Executive shall repay such excess to the Company
within 30 days of such determination; provided that such repayment shall be
reduced by the amount of any taxes paid by the Executive on such excess which
is not offset by the tax benefit attributable to the repayment.


 


                7.             Mitigation and Set Off.  The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise.  The
Company shall not be entitled to set off against the amounts payable to the
Executive, any amounts earned by the Executive in other employment after
termination of his employment with the Company, or any amounts which might have
been earned by the Executive had he sought such other employment.


 


                8.             Restrictive Covenants.


 


(a)           Noncompetition.  The Executive covenants and agrees that at
all times during the Executive’s period of employment with the Company, and for
one (1) year thereafter, the Executive will not:


(i.)   Utilize trade secrets acquired or developed
while employed by the Company;


(ii.)  Engage, either directly or indirectly, as an
employee, a partner, agent, manager, officer or director, or by means of any corporate
or other device, in the acquisition and development of marginal oil and gas
fields in the Gulf of Mexico or the North Sea; or


(iii.)  Pursue, either directly or indirectly, either
for himself or in any capacity for any other person, company or corporation,
properties or projects which the Company has evaluated or acquired.


 


(b)           Confidentiality.  The Executive recognizes and acknowledges
that the Executive has had and will continue to have access to various
confidential or proprietary information concerning the Company, corporations
affiliated with the Company, and its clients and third parties doing business
with the Company of a special and unique value which may 


 


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                include, without limitation, (i) books and records
relating to operation, finance, accounting, sales, personnel and management,
(ii) policies and matters relating particularly to operations such as customer
service requirements, costs of providing service and equipment, operating costs
and pricing matters, and (iii) various trade or business secrets, including
customer lists, route sheets, business opportunities, marketing or business
diversification plans, business development and bidding techniques, methods and
processes, financial data and the like, to the extent not generally known in
the industry (collectively, the “Protected Information”).  Executive therefore covenants and agrees that
Executive will not at any time, either while employed by the Company or
afterwards, knowingly make any independent use of, or knowingly disclose to any
other person or organization (except as authorized by the Company) any of the
Protected Information, provided that (i) while employed by the Company,
Executive may in good faith make disclosures which, in his sole judgment, he
believes are desirable and for the benefit of the Company, and (ii) Executive
may comply with legal process.


 


                9.             Enforcement.  The Executive and the Company acknowledge
that a breach of the provisions herein will cause irreparable damage to the
Executive and the Company, and such damages may be inadequate and/or difficult
to measure.  Therefore, in the event of
breach or threatened breach, the Executive and the Company agree that the
aggrieved party, in addition to remedies otherwise available to it at law or
equity shall be entitled to seek injunctions, both preliminary and permanent,
enjoining or restraining such breach or threatened breach, and the Executive
and the Company hereby consent to the issuance thereof forthwith and without
bond by any court of competent jurisdiction.


 


                10.          Nonalienation.  The interests of the Executive under this
Agreement are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by the
Executor’s creditors or beneficiaries.


 


                11.          Successors.  This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company’s assets and business.


 


                12.          Notices.  Notices and all other communications provided
for in this Agreement shall be in writing and shall be delivered personally or
sent by registered or certified mail, return receipt requested, postage
prepaid, or sent by facsimile or prepaid overnight courier to the parties at
the addresses set forth below (or such other addresses as shall be specified by
the parties by like notice):


 


to the Company:


 


                ATP Oil & Gas Corporation


                4600 Post Oak
Place, Suite 203


                Houston,
Texas  77027


                Attn.:  General Counsel


 


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To the Executive:


 


                George
Ross Frazer


                [Redacted]


                [Redacted]


 


                13.          Severability.  Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law but, if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.  If any part of any
covenant or other provision in this Agreement is determined by a court of law
to be overly broad thereby making the covenant unenforceable, the parties
hereto agree, and it is their desire, that the court shall substitute a
reasonable and judicially enforceable limitation in its place, and that as so
modified the covenant shall be binding upon the parties as if originally set
forth herein.


 


                14.          Waiver of Breach.  No waiver of any party hereto of a breach of
any provision of this Agreement by any other party will operate or be construed
as a waiver of any subsequent breach by such other party.  The failure of any party hereto to take any
action by reason of such breach will not deprive such party of the right to
take action at any time while such breach continues.


 


                15.          Amendment.  This Agreement may be amended or canceled
only by mutual agreement of the parties in writing without the consent of any
other person.  So long as the Executive
lives, no person, other than the parties hereto, shall have any rights under or
interest in this Agreement or the subject matter hereof.


 


                16.          Survival of Agreement.  Except as otherwise expressly provided in
this Agreement, the rights and obligations of the parties to this Agreement
shall survive the termination of the Executive’s employment with the Company.


 


                17.          Entire Agreement.   This Agreement constitutes the entire
agreement between the parties concerning the subject matter hereof and
supersedes all prior and contemporaneous agreements, if any, between the
parties relating to the subject matter hereof.


 


                18.          Governing Law.  This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Texas without
regard to principals of conflict of laws.


 


                19.          Acknowledgement by Executive.  The Executive represents to the Company that
he is knowledgeable and sophisticated as to business matters, including the
subject matter of this Agreement, that he has read this Agreement and that he
understands its terms.  The Executive
acknowledges that, prior to assenting to the terms of this Agreement; he has
been given a reasonable time to review it, to consult with counsel of his
choice, and to negotiate at arm’s-length with the Company as to the
contents.  The Executive and the Company
agree that the language used in this Agreement is the language chosen by the
parties to express their mutual 


 


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intent, and that no rule of strict construction is to be applied
against any party hereto.  The Executive
and the Company acknowledge that the terms of this agreement, to the extent of
any conflict, including any employment-at-will provisions, supersedes any
provisions contained in the Company Employee Handbook.


 


                IN WITNESS
WHEREOF, the Executive has hereunto set his hand, and the Company has caused
these presents to be executed in its name and on its behalf, as of the date
above first written.


 


 


 


 


	
  EXECUTIVE

  	
   

  	
  ATP OIL & GAS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/ GEORGE ROSS
  FRAZER

  	
   

  	
  BY

  	
  /S/ T. PAUL BULMAHN

  
	
  George
  Ross Frazer

  	
   

  	
  Its

  	
  President and Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  December 29, 2005

  	
   

  	
  Date

  	
  December 29, 2005

  
	
   

  	
   

  	
   

  	
   

  
					



 


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