Exhibit 10.19
AMENDMENT TO
THE MERIDIAN RESOURCE CORPORATION
TMR EMPLOYEES TRUST WELL BONUS PLAN
THE MERIDIAN RESOURCE CORPORATION
TMR EMPLOYEES TRUST WELL BONUS PLAN
WHEREAS, Alta Mesa Acquisition Sub, LLC (the “Company”) has adopted and assumed sponsorship of The Meridian Resource Corporation TMR Employees Trust Well Bonus Plan (the “Plan”), effective as of the Effective Time (as defined in the Agreement and Plan of Merger dated as of December 22, 2009, as amended by a First Amendment to Agreement and Plan of Merger dated as of April 7, 2010); and
WHEREAS, as of the Effective Time, the Company has the right under Article VIII of the Plan to amend the Plan at any time and from time to time; and
WHEREAS, the Company has determined that the Plan should be amended to reflect the Company’s adoption and assumption of the Plan; and
WHEREAS, the Company has determined that the Plan should also be amended so that (1) any Bonus awarded to the TMR Employees Trust (the “Trust”) may not be increased and no new Bonus may be awarded under the Plan to the Trust (or to any other person or entity) on or after the Effective Time, and (2) no future wells may be designated as Designated Wells (as defined in the Plan) on or after the Effective Time;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Effective as of the Effective Time, the Plan is amended to replace all references to “The Meridian Resource Corporation” with “Alta Mesa Acquisition Sub, LLC.”
2. Effective as of the Effective Time, Section 2.8 of the Plan (the definition of “Bonus”) is hereby amended by deleting the text of said definition in its entirety and substituting, in lieu thereof, the following:
2.2“Bonus” means the right awarded to the Trust to receive a bonus from the Bonus Pool, pursuant to this Plan, in the amount set out in the Notice of Bonus. The Trust’s Bonus will be expressed as a percentage of the Bonus Pool, as determined by the Compensation Committee. A Bonus once granted continues pursuant to this Plan. Bonuses awarded from any given Bonus Pool may not exceed one hundred percent (100%) of the given Bonus Pool. Notwithstanding anything herein to the contrary, the Bonus awarded to the Trust may not be increased and no new Bonus may be awarded to the Trust (or to any other person or entity) on or after the Effective Time.
3. Effective as of the Effective Time, Section 2.8 of the Plan (the definition of “Designated Well”) is hereby amended by deleting the text of said definition in its entirety and substituting, in lieu thereof, the following:
2.8“Designated Well” means a well (whether or not operated by the Company) that is designated by the Compensation Committee, in its sole discretion, to be included in this Plan. The Company may drill wells (whether or not operated by the Company) that will not become a Designated Well. Notwithstanding anything herein to the contrary, no additional wells may be designated by the Compensation Committee as Designated Wells under the Plan on or after the Effective Time.
4. Effective as of the Effective Time, the Plan is hereby amended by adding the following new Section 2.8A:
2.8A“Effective Time” means “Effective Time,” as defined in the Agreement and Plan of Merger dated as of December 22, 2009, by and between the Company, Alta Mesa Holdings, LP, and The Meridian Resource Corporation, as amended by a First Amendment to Agreement and Plan of Merger dated as of April 7, 2010.
5. Effective as of the Effective Time, Section 3.2 of the Plan is hereby amended by adding the following new sentence to the end of said Section:
Notwithstanding anything herein to the contrary, as of the Effective Time, the Compensation Committee may not award any new Bonuses to the Trust (or to any other person or entity), or increase the amount of a Bonus previously awarded under the Plan.
As amended hereby, the Plan is ratified and confirmed.
IN WITNESS WHEREOF, this Amendment has been executed on this 13th day of May, 2010, to be effective as of the Effective Time.
| ALTA MESA ACQUSITION SUB, LLC | ||||
| By: | Alta Mesa Holdings, LP | |||
| Its: | Sole Member | |||
| By: | Alta Mesa GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Harlan H. Chappelle | |||
| Name: | Harlan H. Chappelle | |||
| Title: | President and Chief Executive Officer | |||
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