EXHIBIT 10.11
FIRST AMENDMENT TO CONSULTING AGREEMENT
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This First Amendment to the Consulting Agreement ("Second Amendment")
is made and entered into as of December 10, 2007 to amend that certain
Consulting Agreement dated February 23, 2007, and Addendum thereto ,
(collectively the "Agreement") entered into by Pacific Energy Resources Ltd., a
Delaware corporation ("Company") and Xxxxxx Xxxxx ("Employee").
WHEREAS, the parties wish to amend the Agreement to clarify the terms
of the Share Option Grants contained in the Agreement.
WHEREAS, the parties wish to amend the Agreement in the following
respects only:
1. Section 1.5 (Grant of Share Options) is hereby amended in its
entirety to read as follows:
"1.5 Grant of Share Options. With the prior approval of the
Company's Compensation Committee, the Employee shall be granted under
and pursuant to the terms of the Company's 2006 Share Option Plan,
options to purchase in the aggregate 200,000 shares of stock of the
Company and subject to the following vesting schedule contained in the
Company's Stock Option Agreement:
(a) Options to purchase 100,000 shares shall be vested upon grant
shortly after the signing of this Agreement, and
(b) Options to purchase 100,000 shares shall be vested to the
Employee upon the one year anniversary of this Agreement."
Except as otherwise provided herein the Agreement remains in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date indicated above.
COMPANY: Pacific Energy Resources Ltd.,
a Delaware Corporation
By: /S/ XXXXXX XXXXX
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Xxxxxx Xxxxx
President
EMPLOYEE:
/S/ XXXXXX XXXXX
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Xxxxxx Xxxxx