AMENDMENT TO
EMPLOYMENT AND CONSULTING AGREEMENT
WHEREAS, SEAGULL ENERGY CORPORATION ("Seagull") and XXXXX X. XXXX
("Galt") have heretofore entered into an Employment and Consulting Agreement
(the "Agreement"), which was effective as of August 24, 1998; and
WHEREAS, Seagull and Galt desire to amend the Agreement in certain
respects, contingent on, and effective upon, the consummation of the
transactions (the "Merger") contemplated by the Agreement and Plan of Merger
between Company and Ocean Energy, Inc. dated as of November 24, 1998, as the
same may be amended from time to time (the "Merger Agreement");
NOW, THEREFORE, Seagull and Galt agree that the Agreement shall be
amended as follows, effective as of the Merger Effective Time (which shall have
the same meaning as the term "Effective Time" in the Merger Agreement):
1. Paragraph 3 of the Agreement shall be deleted and the following
shall be substituted therefor:
"3. Vice Chairman. Effective as of January 1, 1999, the Board
of Directors has elected Galt to serve as Vice Chairman of the Board of
Directors. As Vice Chairman, Galt shall have such powers and duties as
designated in Seagull's bylaws and as from time to time may be assigned
to him by the Board of Directors or the Chairman of the Board of
Directors. The designation of Vice Chairman shall continue through the
earlier of (a) the Merger Effective Time (which shall have the same
meaning as the term 'Effective Time' in the Agreement and Plan of
Merger between Company and Ocean Energy, Inc. dated as of November 24,
1998, as the same may be amended from time to time (the 'Merger
Agreement')) or (b) the adjournment of the 1999 Annual Meeting, after
which Galt acknowledges that he will cease to serve as Vice Chairman."
2. The following sentence shall be added to paragraph 6(a) of the
Agreement:
"Notwithstanding any provision in this Agreement to the contrary, the
consummation of the transactions contemplated by the Merger Agreement,
shall be deemed to be a 'Change of Control' (or, if applicable, a
'Corporate Change') with respect to Executive for all purposes under
this Agreement, the Severance Agreement dated March 17, 1997 between
Seagull and Galt, the Plan and the Company's other stock plans."
3. As amended hereby, the Agreement is specifically ratified and
reaffirmed. If the Merger Agreement is terminated without the consummation of
the transactions contemplated thereby, this Amendment shall be null and void and
of no effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the 24th day of November, 1998 to be effective as of the Merger Effective Time.
SEAGULL ENERGY CORPORATION
By: ____________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
"SEAGULL"
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Xxxxx X. Xxxx
"GALT"
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