SEAGULL ENERGY CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
MEMBERSHIP AGREEMENT
WHEREAS, XXXXX X. XXXXXXX ("Employee") has been selected as eligible to
become a Member of the SEAGULL ENERGY CORPORATION EXECUTIVE SUPPLEMENT
RETIREMENT PLAN (the "Plan"); and
WHEREAS, the Plan provides that each Member shall execute a Membership
Agreement setting forth the terms and conditions of his membership; and
WHEREAS, Employee desires to become a Member of the Plan on the terms
and conditions set forth therein, in the Employment Agreement between the
Company and Employee (the "Employment Agreement"), and in this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Employee agrees to become a Member of the Plan, effective as of
September 16, 1998.
2. For purposes of Section 1.01(5) of the Plan, Employee's considered
period shall be his last thirty-six consecutive months of employment or, if
less, all of his completed months of employment.
3. For purposes of Section 1.01(8) of the Plan, Employee's Compensation
shall include (a) "deemed salary" equal to the base salary that Employee would
have received if he had not received an option to purchase common stock of the
Company in lieu of such salary pursuant to paragraph 3.1 of the Employment
Agreement and (b) Employee's annual bonus under the Seagull Energy Corporation
Executive Incentive Plan (or any successor thereto).
4. Employee's Applicable Percentage under the Plan shall be 50%.
5. Employee's Vested Interest in his benefit under the Plan shall be
determined in accordance with the following Vesting Schedule:
Vested Interest
Prior to September 16, 1999 50%
As of September 16, 1999* 60%
As of September 16, 2000* 70%
As of September 16, 2001* 80%
As of September 16, 2002* 90%
As of September 16, 2003* 100%
*provided that Employee is employed by Company on such date and has
been so employed by Company on a full-time basis during the
twelve-month period immediately preceding such date.
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Notwithstanding the foregoing, Employee's Vested Interest in his benefit under
the Plan shall be 100% in the event of his Involuntary Termination (as such term
is defined in the Severance Agreement between the Company and Employee (the
"Severance Agreement")) within two years after the date upon which a Change of
Control (as such term is defined in the Severance Agreement) occurs.
6. Section 5.02 of the Plan shall not apply with respect to Employee.
EXECUTED this 4th day of November, 1998.
SEAGULL ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
EMPLOYEE
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
VEHOU02:121810.1
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