exv10w3






Exhibit 10.3




CONSULTING AGREEMENT




     THIS CONSULTING AGREEMENT (this “Agreement”) by and between The Meridian Resource
Corporation, a Texas corporation (referred to herein as the “Company”) and Michael J.
Mayell (the “Consultant”), dated effective as of the beginning of the day on
30th day of December, 2008.



W I T N E S S E T H:




     WHEREAS, the Company desires to retain the consulting services of the Consultant; and



     WHEREAS, the Consultant and the Company desire to set forth the terms and conditions of the
Consultant’s consulting arrangement with the Company;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:



AGREEMENTS




     1. Consulting Period. The Company and the Consultant hereby agree that the Consultant
shall provide consulting services to the Company for the period commencing on December 30, 2008 and
ending on April 30, 2009 (the “Consulting Period”).



     2. Terms of Consulting Arrangement.



               (a) Duties. During the Consulting Period, the Consultant shall be make himself
available to consult with the Company from time to time as reasonably requested by the Company. The
parties intend that following December 29, 2008, the Consultant’s level of services rendered to the
Company shall permanently decrease to a level that is no more than 20 percent of the average level
of services performed by the Consultant over the 36-month period immediately preceding December 30,
2008. The Company agrees that the amount and the scheduling of the services provided by the
Consultant under this Agreement shall be such that the services do not interfere with the
Consultant’s schedule or his obligations to any subsequent employer.



               (b) Services. The Consultant’s services may include, but are not limited to: (a) advising the
Company regarding the Company’s operations; (b) advising and assisting the board of Directors with
respect to the Company’s planning processes, including preparing the annual budgets; (c) acting as
liaison when requested between the Company and those persons, entities and agencies having a direct
working relationship with the Company; (d) advising the Company with respect to national, state and
community issues which impact, affect or influence, or which may impact, affect or influence the
Company and its various programs; (e) coordinating and designing programs to enhance the image and
operations of the Company; (f) the coordination and implementation of internal controls and
advising the Company regarding the establishment and design of such controls; (g) the preparation
and submission to the Board of Directors of such reports and data on Company operations as the
Consultant deems appropriate; (h) advising the Board of Directors regarding the performance of
various administrative functions on behalf of the Board of Directors; (i) advising the Board of
Directors regarding the hiring, managing, training, promoting and evaluating of Company personnel
and consultants; (j) training and orientation of new Directors; and (k) such other functions as are
normally performed by independent Consultants that provide services to similar companies. The
Consultant shall provide the services contemplated by this Agreement to the Company to the best of
his ability in a prompt, diligent and competent manner at such times as are mutually convenient for
the Company and the Consultant and shall devote such time to the



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performance of such services as shall be mutually agreed to by the Company and the Consultant from
time to time.




               (c) Location. The parties agree that the Consultant’s services shall be performed at
Consultant’s current location or only at any other main office or location of Company within thirty
(30) miles from such location.



               (d) Compensation.



                         (i) Consulting Fees. During the Consulting Period, the Consultant shall receive
monthly remuneration of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), which shall be payable in
equal semi-monthly installments.



                         (ii) Expenses. During the Consulting Period, the Consultant shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by the Consultant in accordance
with the policies, practices and procedures of the Company.



                         (iii) Office and Support Staff. During the Consulting Period, the Consultant shall be
entitled to an office or offices of a size and with furnishings and other appointments, and to
secretarial and other assistance, at least equal to that provided to the Consultant as of the
December 29, 2008. In addition, Consultant shall continue to receive, during the Consulting Period,
the benefits set forth in Section (ii) (iii) & (v) of Section 2(b) of the New Employment Agreement
dated as of April 29, 2008.



     3. Status of Consultant. The parties agree that during the Consulting Period the
Consultant shall serve as an independent contractor rather than as an employee of the Company. The
Consultant shall pay when due all local, state and federal taxes applicable to the Consultant’s
performance of work hereunder.



     4. Full Settlement. The Company’s obligation to make or cause to be made the payments
provided for in this Agreement and otherwise to perform its obligation hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against the Consultant or others.



     5. Confidential Information. The Consultant shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge or data relating to the
Company which shall have been obtained by the Consultant during the Consulting Period and which
shall not be or become public knowledge (other than by acts by the Consultant or his
representatives in violation of this Agreement). After expiration of the Consulting Period, the
Consultant shall not, without written consent of the Company, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those designated by it. In no
event shall an asserted violation of the provisions of this Section constitute a basis for
deferring or withholding any amounts otherwise payable to the Consultant under this Agreement.
“Confidential Information” as used in this Agreement is means all disclosures and information, data
and knowledge contained in any documents (whether geological, geophysical, economic, financial or
management, and whether in the form of maps, charts, logs, seismographs, interpretations,
calculations, summaries, opinions or other written or charted means) which are related, directly or
indirectly, to the prospect or to the exploration potential of the geographical area, and which
have previously hereto or during the Term hereof delivered or disclosed to or known by the
Consultant.



     6. Assignment and Binding Effect. This Agreement is personal to the Consultant and
without the prior written consent of the Company shall not be assignable by the Consultant. This
Agreement shall be binding upon and shall inure to the benefit of and be enforceable by each party
hereto and each party’s respective successors, heirs, assigns and legal representatives.



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     7. Successor. The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such succession had
taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined
and any successor to its business and/or assets.



     8. Law Governing. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas without. This Agreement was executed in Houston, Harris County,
Texas and at least partial performance of this Agreement will be made in such place.



     9. Notices. All notices and other communications pertaining to this Agreement shall be
in writing and shall be personally given by hand delivery to the other party or sent by registered
or certified mail, return receipt requested, postage prepaid, addressed as follows:



	 	 	 	 	 
	 

	 	 	 	 
	If to the Consultant:
 

	 	 
 

 
 

	 	  
	 

	 	  

	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	If to the Company:

	 	The Meridian Resource Corporation	 	 
	 

	 	1401 Enclave Parkway, Suite 300	 	 
	 

	 	Houston, Texas 77077	 	 
	 

	 	Attention:	 	 





or to such other address as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received by the addressee, or
if mailed, postage prepaid, on the seventh (7th) day following the day on which it was
deposited in the Unites States mail.




     10. Severability. If any provision of this Agreement is held to be illegal, invalid,
or unenforceable under present or future laws effective during the term hereof, such provision
shall be fully servable and this Agreement and each separate provision hereof shall be construed
and enforced as if such illegal, invalid, or unenforceable provisions had never comprised a part of
this Agreement, and the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid, unenforceable provision or by its
severance from this Agreement.



     11. Headings. The headings of the paragraphs of this Agreement have been inserted for
convenience of reference only and shall not be construed or interpreted to restrict or modify any
of the terms or provisions hereof.



     12. Remedies. With respect to each and every breach, violation, or threatened breach
or violation by the Consultant or the Company of any of the covenants set forth herein, the Company
and the Consultant, in addition to all other remedies available at law or in equity, including
specific performance of the provisions hereof, shall be entitled to enjoin the commencement or
continuance thereof and may apply for entry of an injunction.



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     13. No Waiver. The failure to enforce at any time any of the provisions of this
Agreement or to require at any time performance by the other party of any of the provisions hereof
shall in no way be construed to be a waiver of such provisions or to affect the validity of this
Agreement, or any part hereof, or the right of either party thereafter to enforce each and every
such provision of this Agreement in accordance with the terms of this Agreement.



     14. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall constitute but one and
the same instrument.



     IN WITNESS WHEREOF, the Consultant has hereunto set his hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CONSULTANT	 	 
	 
	 
	 	 	 	 	 	 
	 	 	/s/ Michael J. Mayell 	 	 
	 
	 	 	 	 	 	 
	 	 	THE MERIDIAN RESOURCE CORPORATION,	 	 
	 	 	a Texas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lloyd DeLano	 	 
	 

	 	 	 	Lloyd DeLano
	 	 
	 
	 	 	 	Senior Vice President	 	 







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