exv10w21






Exhibit 10.21




Execution Copy




FIRST AMENDMENT TO

THE MERIDIAN RESOURCE & EXPLORATION LLC

CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION

(AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 14, 2010)




     This First Amendment to the “The Meridian Resource & Exploration LLC Change in Control
Severance Plan and Summary Plan Description (as Amended and Restated Effective as of May 14, 2010)”
(the “Plan”), which amendment is dated the
6th day of July, 2011 (the “Amendment”), is hereby
adopted by The Meridian Resource & Exploration LLC, a Delaware limited liability company
(“Company”), and the Committee appointed and serving under the Plan. All capitalized terms used
and not otherwise defined herein have the meanings ascribed to them in the Plan.



RECITALS




     WHEREAS, Alta Mesa Holdings, LP, a Texas limited partnership (“Parent”), is the sole member of
Alta Mesa Acquisition Sub, LLC, a Texas limited liability company (“Merger Sub”); and



     WHEREAS, Parent, Merger Sub and The Meridian Resource Corporation, a Texas corporation
(“Target”), entered into an Agreement and Plan of Merger dated as of December 22, 2009, as amended
by a First Amendment to Agreement and Plan of Merger dated as of April 7, 2010 (the “Merger
Agreement”); and



     WHEREAS, pursuant to the terms of the Merger Agreement, Target merged with and into the
Company with the Company being the surviving company, effective as of May 13, 2010 (the “Effective
Time”); and



     WHEREAS, effective as of the Effective Time, Merger Sub became the sole member of the Company;
and



     WHEREAS, under Articles IX and X of the Plan, the Company may amend the Plan at any time in
its discretion, and the Company previously amended and restated the Plan effective as of May 14,
2010 (the “Restatement Date”); and



     WHEREAS, the version of the plan document (the “Prior Plan”) that the Company used as the
underlying document for purposes of creating the amendment and restatement was the copy of the
Prior Plan that the Target had filed with the U.S. Securities and Exchange Commission (“SEC”) as
Exhibit 10.1 to the Form 10-K/A filed by Target on April 30, 2009, and pursuant to which the chief
executive officer and chief financial officer of the Target had certified to the SEC as being the
true and correct version of the Plan as required under the rules of the SEC; and



     WHEREAS, the Company has just recently discovered that the copy of the Prior Plan that the
Target had filed with the SEC on April 30, 2009 was not the true and correct copy of the Plan as it
contained a different definition of the defined term, “Term of the Plan”, than the definition of
such term in the executed Prior Plan document that is maintained in the records of the Company and
was approved by the governing authority of the Target; and



 









 





     WHEREAS, as the true and correct copy of the Plan is otherwise identical to the Prior Plan
except for the variation in the defined term, “Term of the Plan,” the Company did not have reason
to notice this variation between the Plan and the Prior Plan until it was recently brought to the
Company’s attention; and



     WHEREAS, as a result of the Prior Plan document that was filed with the SEC not being the true
and correct copy in this material respect, when the Company amended and restated the Prior Plan
under the form of the Plan, the definition of “Term of the Plan” was unknowingly altered to reflect
the inaccurate definition of “Term of the Plan” from the copy of the Prior Plan that had been filed
with the SEC; and



     WHEREAS, the Company having discovered this error made by the Target when filing the Prior
Plan with the SEC, now desires to amend the Plan effective as of the Restatement Date in order to
revise the definition of “Term of the Plan” to reflect the true and correct definition of “Term of
the Plan” that is in the official version of the Prior Plan; and



     WHEREAS, due to the error in the SEC filing, the Company was operating under a mistake of fact
for purposes of incorporating the incorrect definition of “Term of the Plan” into the Plan as it
was amended and restated effective as of the Restatement Date, and is now hereby retroactively
amending the Plan, effective as of Restatement Date, to incorporate the true and correct definition
of “Term of the Plan” as such term is defined in the official version of the Prior Plan; and



     WHEREAS, due to the Change in Control (as defined in the Plan) that occurred as of the
Effective Time, the Term of the Plan expired on May 13, 2011, which is one year after the date on
which the Change in Control occurred;



     NOW, THEREFORE, the Plan is hereby amended, effective as of May 14, 2010, as follows:



     Effective as of May 14, 2010, the definition of “Term of the Plan” in Section 2.1 of the Plan
is hereby deleted and replaced, in its entirety, with the following new definition of “Term of the
Plan”:




“Term of the Plan” means the period commencing on the Effective Date and ending on:




     (a) the last day of the one-year period beginning on the Effective Date if no
Change in Control shall have occurred during that one-year period (such last day
being the “Expiration Date”); or




     (b) if a Change in Control shall have occurred during (i) the one-year period
beginning on the Effective Date or (ii) any period for which the Term of the Plan
shall have been automatically extended pursuant to the second sentence of this
definition, the last day of the one-year period beginning on the date on which the
Change in Control occurred.



 









 






After the expiration of the time period described in subsection (a) of this
definition and in the absence of a Change in Control (as described in subsection (b)
of this definition), the Term of the Plan shall be automatically extended for
successive one-year periods beginning on the day immediately following the
Expiration Date (the beginning date of each successive one-year period being a
“Renewal Date”), unless, not later than six months prior to the Expiration Date or
applicable Renewal Date, the Company shall give notice to Participants that the Term
of the Plan will not be extended (which notice, for purposes of clarity, only
applies if a Change in Control, as described in subsection (b) above, has not
occurred).




     As amended hereby, the Plan is hereby ratified and confirmed in all respects.



     IN WITNESS WHEREOF, this Amendment has been approved, affirmed, ratified, adopted and
executed, as of the date first set forth above, to be effective as of May 14, 2010, by a duly
authorized officer of the Company on behalf of the Company, and by all of the members of the
Committee appointed and currently serving under the Plan.



[Signature page follows.]






 









 








	 	 	 	 	 
	 	THE MERIDIAN RESOURCE & 
EXPLORATION LLC

 	 
	 	By:  	 /s/
Harlan H. Chappelle	 
	 	 	Name:  	Harlan H. Chappelle 	 
	 	 	Title:  	Manager

 	 
	 
	 	COMMITTEE OF THE PLAN

 	 
	 	By:  	 /s/
Harlan H. Chappelle	 
	 	 	Name:  	Harlan H. Chappelle 	 
	 	 	Date: July 6, 2011	 
	 
	 	 	 
	 	By:  	
 /s/ Michael E. Ellis	 
	 	 	Name:  	Michael E. Ellis 	 
	 	 	Date: July 6, 2011	 
	 
	 	 	 
	 	By:  	
 /s/ Michael A. McCabe	 
	 	 	Name:  	Michael A. McCabe 	 
	 	 	Date: July 6, 2011