Exhibit 10.10
April 16, 2007
Mr. Hill Feinberg
Dear Hill:
The board of Energy XXI (Bermuda) Limited (the “Company”) has appointed you as a non-executive director. In addition, you are requested to Chair the Nomination Committee and serve as a member of the Audit & Compensation Committee. I am writing to set out the terms of your appointment. It is agreed that this is a contract for services and is not a contract of employment.
Appointment
You will fill a casual vacancy on the board and stand for re-election at our shareholder meeting this fall. The term of the appointment from that election will be for an initial term of two years. Your appointment shall begin commencing on May 1, 2007, unless otherwise terminated earlier by and at the discretion of either party upon one month’s written notice. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGM’s. Non-executive directors are typically expected to serve approximately six years, although the board may invite you to serve an additional period.
Time Commitment
Overall we anticipate a time commitment of one to two days per month. This time commitment will include attendance at quarterly board meetings, the AGM, preparation for the meetings, the preparation for such meetings and incidental monthly board activities such as the approval of various resolutions. We have quarterly board meetings (all board meetings will be held outside the U.S. or via conference call) and concurrent with such meetings, a meeting of the Audit Committee to review the financial results of the Company. In addition, between board meetings, we will relay various board resolutions and other materials each month that require approval.
By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the chairman should be sought before accepting additional commitments that might impact on the time you are able to devote to your role as a non-executive director of the Company.
Role
Non-executive directors have the same general legal responsibilities to the Company as any other director. The board as a whole is collectively responsible for the success of the Company. The board:
| · | Provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; |
| · | Sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the company to meet its objectives and review the management performance; and |
| · | Sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met. |
All directors must take decisions objectively in the interest of the company.
In addition to these requirements of all directors, the role of the non-executive director has the following key elements:
| · | Strategy. Non-executive directors should constructively challenge and help develop proposals on strategy; |
| · | Performance. Non-executive directors should scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; |
| · | Risk. Non-executive directors should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible; and |
| · | People. Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, executive directors and in succession planning. |
Fees
$30,000 annual retainer, payable quarterly to each non-executive director;
6,000 shares of (restricted stock) awarded annually and vesting on the one-year anniversary of the award;
$15,000 annual retainer, payable quarterly to the chairman of the audit committee;
$10,000 annual retainer, payable quarterly to the chairman of any committee other than the audit committee;
$2,500 per outside director for each board meeting attended; and
$1,500 per outside director for each committee meeting attended,
It being understood that if the directors in question defer compensation into shares of the Company, the Company would match 50% of such deferred compensation
Outside Interests
It is accepted and acknowledged that you have business interests other than those of the company and have declared any conflicts that are apparent at present. In the event that you become aware of any potential conflicts of interest, these should be disclosed to the chairman and company secretary as soon as apparent.
Confidentiality
All information acquired during your appointment is confidential to the Company and should not be released, either during your appointment or following termination (by whatever means), to third parties without prior clearance from the chairman.
Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the chairman.
Induction
Immediately after appointment, the Company will provide a comprehensive induction. In addition to the typical U.S. board guidance that you are familiar with, this will include the information pack recommended by the Institute for Chartered Secretaries and Administrators (ICSA), available at www.icsa.org.uk. We will also arrange for meetings with senior management and the Company’s auditors. We will also offer to major shareholders the opportunity to meet you.
Review Process
The performance of individual directors and the whole board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, you should discuss them with the chairman as soon as is appropriate.
Insurance
The Company maintains directors and officers’ liability insurance. If you wish, we will supply a copy of the insurance under separate cover for your review.
Independent Professional Advice
Occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek advice from independent advisors at the Company’s expense. Under such circumstances, we request that you advise the chairman prior to engaging the advisor and the estimated costs thereof. The Company will reimburse the full cost of expenditure incurred.
Committees
There are three committees of the board currently: the audit, remuneration and nomination committees. Currently, the Audit committee is the most active committee.
Please sign this letter agreement, retain a copy for your files, and return a copy to me via PDF file.
Sincerely,
/S/ JOHN D. SCHILLER, JR..
John D. Schiller, Jr.
Chairman and Chief Executive Officer
Energy XXI Acquisition Corporation (Bermuda) Limited
Accepted: /S/ HILL FEINBERG
Hill Feinberg
Date: April 30, 2007