Exhibit 10.9


 


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 Scott D. Heflin (the
“Executive”);


 


WITNESSETH
THAT:


 


                WHEREAS,
the Executive currently serves as the Company’s Vice President and Controller; 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 and
Controller 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 and
Controller.  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 6,935 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 and Controller, (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:


 


                Scott
D. Heflin


                [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/ SCOTT D. HEFLIN

  	
    BY

  	
  /S/ T. PAUL BULMAHN

  
	
  Mickey W. Shaw

  	
    Its

  	
  President and Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  December 29, 2005

  	
    Date

  	
  December 29, 2005

  
	
   

  	
   

  	
   

  	
   

  
					



 


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