Common use of Employee’s Duties Clause in Contracts

Employee’s Duties. During the Term, Employee shall serve as Executive Vice President–Exploration & Production of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such position. Employee shall report directly to the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that such management shall not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect from time to time. Notwithstanding the foregoing, Company agrees that Employee’s management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder.

Employee’s Duties. During the Term, Employee shall serve as the Chairman and Chief Executive Vice President–Exploration & Production Officer of the Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive OfficerBoard, provided that such duties are at all times consistent with the duties of such positionpositions. Employee shall report directly to the Chief Executive OfficerBoard. All other employees of the Company shall report to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of the Company’s subsidiaries's Subsidiaries. For purposes of this Agreement, a “"Subsidiary” " shall mean any entity in which the Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s 's duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder or violate the Company’s 's conflicts policy as in effect from time to time, (b) Employee inform the Board of any conflicts of interest (whether actual or apparent) with the Business (as defined in Section 7(c) hereof) of the Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notify the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company agrees that Employee’s 's management of his current personal investments, as disclosed to the Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. The Company agrees to (a) nominate Employee as a director of the Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of the Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to the Company and is permitted by the Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as the Chairman of the Board and the Chief Executive Vice President–Exploration & Production Officer of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board of Directors of the Company or (the Chief Executive Officer“Board”), provided that such duties are at all times consistent with the duties of such position. Employee shall report directly to the Chief Executive OfficerBoard. All other employees of the Company shall report directly to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding Company understands and acknowledges that Employee shall be an employee, executive officer and director of Plains Resources Inc. (“PLX”), and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the foregoing, during the Term, performance of Employee’s duties on behalf of PLX shall not be a breach of this Agreement. Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer Board and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that (a) such management shall not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect from time to time, (b) Employee informs the Board of any conflicts of interest (whether actual or apparent) with Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notifies the Board of, and discusses with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to Company or its Subsidiaries. Notwithstanding the foregoing, Company agrees that Employee’s management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. Company agrees to (a) nominate Employee as a director of Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board, other than the Compensation Committee, to the extent such membership does not create any conflicts of interest with respect to Company and is permitted by Company’s certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as Executive Vice President–Exploration President & Production Chief Financial Officer of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such position. Employee shall report directly to the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that such management shall not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect from time to time. Notwithstanding the foregoing, Company agrees that Employee’s management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder.

Employee’s Duties. During the Term, Employee shall serve as Executive Vice President–Exploration & Production , General Counsel and Secretary of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such position. Employee shall report directly to the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that such management shall not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect from time to time. Notwithstanding the foregoing, Company agrees that Employee’s management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder.

Employee’s Duties. During the Term, Employee shall serve as Executive Vice President–Exploration & Production the President and Chief Operating Officer of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive OfficerBoard, provided that such duties are at all times consistent with the duties of such positionpositions. Employee shall report directly to the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries's Subsidiaries. For purposes of this Agreement, a “"Subsidiary” " shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to use reasonable best efforts to perform faithfully and efficiently his duties and responsibilities hereunder. Company understands and acknowledges that Employee shall be an employee and executive officer of PLX, and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the performance of Employee's duties on behalf of PLX shall not be a breach of this Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s 's duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder or violate Company’s 's conflicts policy as in effect from time to time, (b) Employee informs the Board of any conflicts of interest (whether actual or apparent) with Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notifies the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to Company or its Subsidiaries. Notwithstanding the foregoing, Company agrees that Employee’s 's management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder.

Employee’s Duties. During the Term, Employee shall serve as the Chief Executive Vice President–Exploration & Production Officer of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive OfficerBoard, provided that such duties are at all times consistent with the duties of such positionpositions. Employee shall report directly to the Chief Executive OfficerBoard. All other employees of Company, other than the Chairman of the Board, shall report to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries's Subsidiaries. For purposes of this Agreement, a “"Subsidiary” " shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to use reasonable best efforts to perform faithfully and efficiently his duties and responsibilities hereunder. Company understands and acknowledges that Employee shall be an employee and executive officer of PXP, and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the performance of Employee's duties on behalf of PXP shall not be a breach of this Agreement or the Original Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s 's duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder or violate Company’s 's conflicts policy as in effect from time to time, (b) Employee informs the Board of any conflicts of interest (whether actual or apparent) with Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notifies the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to Company or its Subsidiaries. Notwithstanding the foregoing, Company agrees that Employee’s 's management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder.

Employee’s Duties. During the Term, Employee shall serve as the Chairman of the Board and the Chief Executive Vice President–Exploration & Production Officer of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Board of Directors of the Company or (the Chief Executive Officer“Board”), provided that such duties are at all times consistent with the duties of such position. Employee shall report directly to the Chief Executive OfficerBoard. All other employees of the Company shall report directly to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding Company understands and acknowledges that Employee shall be an employee, executive officer and director of Plains Resources Inc. (“PLX”), and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the foregoing, during the Term, performance of Employee’s duties on behalf of PLX shall not be a breach of this Agreement. Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer Board and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that (a) such management shall not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect from time to time, (b) Employee informs the Board of any conflicts of interest (whether actual or apparent) with Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notifies the Board of, and discusses with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to Company or its Subsidiaries. Notwithstanding the foregoing, Company agrees that Employee’s management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. Company agrees to (a) nominate Employee as a director of Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or reappointed, as a director of Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board, other than the Compensation Committee, to the extent such membership does not create any conflicts of interest with respect to Company and is permitted by Company’s certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as Executive Vice President–President Exploration & Production of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such position. Employee shall report directly to the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that such management shall not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect from time to time. Notwithstanding the foregoing, Company agrees that Employee’s management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder.

Employee’s Duties. During the TermEmployment Period, Employee EMPLOYEE shall perform appropriate executive services for the COMPANY in accordance with the historical nature and scope of duties performed by EMPLOYEE as PRESIDENT for COMPANY. EMPLOYEE shall be entitled to make all normal executive level management decisions regarding matters within the COMPANY's usual course of business, which are related to the duties customary for EMPLOYEE in his capacity as PRESIDENT. EMPLOYEE shall serve on the advisory board to the COMPANY's Board of Directors. EMPLOYEE may, if elected, without additional compensation, unless expressly approved by the Board of Directors of the COMPANY, serve as Executive Vice President–Exploration & Production a director of Company, with such customary the COMPANY. EMPLOYEE's authority and duties shall be subject to review and responsibilities as may direction from the Board of Directors of the COMPANY. EMPLOYEE agrees to abide by all rules and regulations established from time to time be assigned to him by the Company or Board and shall comply with all COMPANY policies for the Chief Executive Officeremployees as such policies may exist from time to time, provided that such duties which are at all times consistent not inconsistent with his sole discretion to manage operations of the duties of such positionSURE MEDICAL subsidiary. Employee shall report directly to During the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes term of this Agreement, a “Subsidiary” EMPLOYEE shall mean any entity in which Company owns a majority devote his entire time, energy, and skill to the service of the voting stock COMPANY and the promotion of the class of securities (or other interests COMPANY'S interests, and shall use his best efforts in the case performance of a limited liability company or partnership) his services hereunder. The parties agree that may vote in the election of the members of the governing body of such entity. Notwithstanding the foregoingEMPLOYEE shall not, during the TermEmployment Period or Successive Employment Period, Employee may engage in the following activities so long as they do not interfere be engaged in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporateother business activity whether or not such activity is pursued for gain, civic profit, or charitable boards or committeesother pecuniary advantage including, (ii) deliver lectureswithout limitation, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investmentsmanagement consulting activities; provided, however, that EMPLOYEE may invest his personal assets in no event shall businesses where the conduct form or manner of any such activities by Employee be deemed to materially interfere investments will not require services on the part of EMPLOYEE conflicting with Employee’s the duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer of EMPLOYEE under this Agreement and given a reasonable period in which to cure such interferencehis participation is solely that of a passive investor. In additionAll commissions, Employee fees or other income earned and received by EMPLOYEE, if any, in furtherance of the business of Company, or its affiliates or from any other business or financial opportunity or endeavor in which EMPLOYEE is an active participant and not a passive investor, shall be permitted accepted by EMPLOYEE for the account of Company, and shall be remitted to manage his personal investments provided that Company within three (3) days of EMPLOYEE's receipt thereof. Company agrees to indemnify EMPLOYEE for any income tax or other tax liabilities incurred as a result of such management income and remittance. EMPLOYEE shall not interfere perform services in any material respect with such places and localities as the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect COMPANY may require from time to time. Notwithstanding , and he shall do such traveling on behalf of the foregoing, Company agrees that Employee’s management COMPANY as may reasonably be required consistent with the historical requirements of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunderoffice of PRESIDENT for the COMPANY.

Employee’s Duties. During Effective on the TermEffective Date (as defined in Section 2, below), the Company hereby employs Employee as Managing Director of the Company and Employee hereby accepts such employment. In that capacity, Employee shall serve as Executive Vice President–Exploration & Production of Company, with have such customary duties and responsibilities consistent with the foregoing and otherwise consistent with Employee's position as may be determined from time to time be assigned to him by the Board of Directors of the Company (the "Board") or the Chief Executive OfficerOfficer (the "CEO") of the Company's parent company, provided that such Xxxxxxx Leisure Limited ("SLL"), including duties are at all times consistent with respect to Affiliates of the duties of such position. Employee shall report directly to the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any "Affiliate" means an entity in which Company owns a majority of controlled by, controlling or under common control with the voting stock of Company. While he is employed by the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding the foregoing, during the TermCompany, Employee shall devote all his business time and effort to the conduct of his duties hereunder, provided that Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or and charitable boards or committees, subject to approval by the Board (other than for non-profit organizations) in light of potential conflicts of interest with the Company or any Affiliate, which approval shall not be unreasonably withheld or delayed, (ii) deliver lectures, fulfill speaking engagements or teach provide services on a part-time pro xxxx basis at educational institutions but not more than 20 hours per month, to civic and charitable organizations and (iii) manage attend to his personal investments; provided, however, that in no event shall the conduct of any so long as such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that such management shall do not interfere in any material respect with the performance of Employee’s duties 's responsibilities as an employee of the Company in accordance with this Agreement and responsibilities hereunder or violate are consistent with the Company’s conflicts policy as in effect from time to time's policies. Notwithstanding the foregoing, The Company also agrees that Employee’s management Employee may receive compensation in connection with his service on corporate boards, without set-off, adjustment or diminution of his current personal investmentssalary, bonus or any other rights hereunder. References in this Agreement to policies, directives or rules of the Company include policies, directives and rules of the Company and its Affiliates. By Employee's execution below, Employee acknowledges that except for this Agreement, there is no arrangement or agreement between Employee and the Company concerning the terms of Employee's employment with the Company. Employee acknowledges that, as disclosed a senior employee of the Company, Employee has control over his working hours and, accordingly, applicable law governing the maximum hours which an employee can work are not applicable to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunderthis Agreement.

Employee’s Duties. During the Term, Employee shall serve as the Executive Vice President–Exploration & Production Chairman of the Company's Board of Directors, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive OfficerBoard, provided that such duties are at all times consistent with the duties of such positionpositions. Employee shall report directly to the Chief Executive OfficerBoard. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries's Subsidiaries. For purposes of this Agreement, a “"Subsidiary” " shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to use reasonable best efforts to perform faithfully and efficiently his duties and responsibilities hereunder. Company understands and acknowledges that Employee shall be an employee, executive officer and director of PXP, and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the performance of Employee's duties on behalf of PXP shall not be a breach of this Agreement or the Original Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s 's duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder or violate Company’s 's conflicts policy as in effect from time to time, (b) Employee informs the Board of any conflicts of interest (whether actual or apparent) with Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notifies the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to Company or its Subsidiaries. Notwithstanding the foregoing, Company agrees that Employee’s 's management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. Company agrees to (a) nominate Employee as a director of Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to Company and is permitted by Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.

Employee’s Duties. During the Term, Employee shall serve as Executive Vice President–Exploration & Production President and Chief Financial Officer of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such position. Employee shall report directly to the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that such management shall not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect from time to time. Notwithstanding the foregoing, Company agrees that Employee’s management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder.

Employee’s Duties. During the Term, Employee shall serve as Executive Vice President–—Exploration & Production of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive Officer, provided that such duties are at all times consistent with the duties of such position. Employee shall report directly to the Chief Executive Officer. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer and given a reasonable period in which to cure such interference. In addition, Employee shall be permitted to manage his personal investments provided that such management shall not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder or violate Company’s conflicts policy as in effect from time to time. Notwithstanding the foregoing, Company agrees that Employee’s management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder.

Employee’s Duties. During the Term, Employee shall serve as the Chairman and Chief Executive Vice President–Exploration & Production Officer of Company, with such customary duties and responsibilities as may from time to time be assigned to him by the Company or the Chief Executive OfficerBoard, provided that such duties are at all times consistent with the duties of such positionpositions. Employee shall report directly to the Chief Executive OfficerBoard. All other employees of Company shall report to Employee. Employee agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or a director of any of Company’s subsidiaries's Subsidiaries. For purposes of this Agreement, a “"Subsidiary” " shall mean any entity in which Company owns a majority of the voting stock of the class of securities (or other interests in the case of a limited liability company or partnership) that may vote in the election of the members of the governing body of such entity. Employee agrees to use reasonable best efforts to perform faithfully and efficiently his duties and responsibilities hereunder. Company understands and acknowledges that Employee shall be an employee, executive officer and director of PLX, and therefore, Employee will not be able to devote all of his attention and time during normal business hours to Company. Accordingly, Company agrees that the performance of Employee's duties on behalf of PLX shall not be a breach of this Agreement. Notwithstanding the foregoing, during the Term, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder: (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions but not more than 20 hours per month, and (iii) manage his personal investments; provided, however, that in no event shall the conduct of any such activities by Employee be deemed to materially interfere with Employee’s 's duties hereunder until Employee has been notified in writing thereof by the Chief Executive Officer Board and given a reasonable period in which to cure such interference; and further provided that Employee shall notify and obtain approval of the Board prior to accepting any of the positions described in clause (i) above, which approval shall not be unreasonably withheld. In addition, Employee shall be permitted to manage his personal investments described in clause (iii) above in accordance with the preceding sentence provided that (a) such management shall not interfere in any material respect with the performance of Employee’s 's duties and responsibilities hereunder or violate Company’s 's conflicts policy as in effect from time to time, (b) Employee informs the Board of any conflicts of interest (whether actual or apparent) with Company and any of its Subsidiaries, including any event reasonably likely to raise the appearance of conflicts, and (c) Employee notifies the Board of, and discuss with the Board with respect to, any opportunities presented to Employee or any of the entities in which Employee owns a majority interest in connection with such continued ownership and management that should be offered to Company or its Subsidiaries. Notwithstanding the foregoing, Company agrees that Employee’s 's management of his current personal investments, as disclosed to Company prior to the Effective Date, shall not be deemed to materially interfere with his duties hereunder. Company agrees to (a) nominate Employee as a director of Company during the Term and (b) use its best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of Company during the Term, and (c) use its reasonable best efforts to appoint Employee a member of each committee of the Board to the extent such membership does not create any conflicts of interest with respect to Company and is permitted by Company's certificate of incorporation or by-laws as in effect from time to time or applicable federal, state or local laws, regulations or rules, including, but not limited to, rules of any stock exchange.