Exhibit 10.1
TERMINATION OF STOCKHOLDERS AGREEMENT
This mutual written agreement of the parties hereto dated as of July 17, 2007 is for purposes of terminating the Stockholders Agreement, dated March 12, 2007, between Pogo Producing Company and the stockholders who are signatories to this agreement (the “Stockholders Agreement”) pursuant to Section 7.14 thereof.
The parties hereby terminate the Stockholders Agreement effective when and if the “Effective Time” occurs pursuant to the Merger Agreement, dated as of July 17, 2007, between Pogo Producing Company and Plains Exploration & Production Company and its wholly-owned subsidiary (the “Merger Agreement”).
If the Merger Agreement is terminated pursuant to its terms prior to the occurrence of the “Effective Time”, then this agreement will simultaneously be terminated, voided, and of no further effect without any termination of the Stockholders Agreement.
[signature pages follow]
IN WITNESS WHEREOF, each party hereto has signed this agreement, or caused this agreement to be signed on its behalf, on the date first above written.
| POGO PRODUCING COMPANY | |||
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| By: |
| /s/ Paul G. Van Wagenen |
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| Name: |
| Paul G. Van Wagenen |
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| Title: |
| Chairman, President & Chief Executive Officer |
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| THIRD POINT LLC | ||
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| By: |
| /s/ Justin Nadler |
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| Name: |
| Justin Nadler |
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| Title: |
| COO |
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| /s/ Daniel S. Loeb | ||
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| Daniel S. Loeb | ||
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| /s/ Bradley L. Radoff | ||
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| Bradley L. Radoff | ||
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| THIRD POINT OFFSHORE FUND, LTD. | ||
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| By: |
| Third Point LLC, its Investment Manager |
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| By: |
| /s/ Justin Nadler |
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| Name: |
| Justin Nadler |
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| Title: |
| COO |
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| THIRD POINT ULTRA LTD. | ||
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| By: |
| Third Point LLC, its Investment Manager |
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| By: |
| /s/ Justin Nadler |
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| Name: |
| Justin Nadler |
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| Title: |
| COO |
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| THIRD POINT PARTNERS LP | ||
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| By: |
| Third Point Advisors LLC, its General Partner |
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| By: |
| /s/ Justin Nadler |
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| Name: |
| Justin Nadler |
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| Title: |
| Authorized Signatory |
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| THIRD POINT PARTNERS QUALIFIED LP | ||
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| By: |
| Third Point Advisors LLC, its General Partner |
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| By: |
| /s/ Justin Nadler |
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| Name: |
| Justin Nadler |
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| Title: |
| Authorized Signatory |
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| LYXOR/THIRD POINT FUND LIMITED | ||
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| By: |
| Third Point LLC, its Investment Manager |
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| By: |
| /s/ Justin Nadler |
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| Name: |
| Justin Nadler |
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| Title: |
| COO |
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