MESA INC.
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CHANGE IN CONTROL RETENTION/SEVERANCE PLAN
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Introduction
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The Board of Directors of MESA Inc. considers the prevention of
the loss of employees and the avoidance of distraction of employees as a
result of an actual or contemplated Change in Control to be essential to
protecting and enhancing the best interests of the Corporation and its
shareholders. The Board also believes that during the pendency of a Change
in Control and the transition period thereafter, the Board should be able
to receive and rely on disinterested service from employees regarding the
best interests of the Corporation and its shareholders without concern that
employees might be distracted or concerned by personal uncertainties and
risks.
Accordingly the Board has determined that appropriate steps
should be taken to assure the Corporation and its affiliates of the
continued employment and attention and dedication to duty of their
employees and to seek to ensure the availability of their continued
service, notwithstanding a Change in Control.
Therefore, in order to fulfill the above purposes, the following
plan has been developed and is hereby adopted.
ARTICLE I
ESTABLISHMENT OF PLAN
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As of the Effective Date, the Corporation hereby establishes a
separation compensation plan to be known as the MESA Inc. Change in Control
Retention/Severance Plan, as set forth in this document.
ARTICLE II
DEFINITIONS
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(a) Board. The Board of Directors of MESA Inc.
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(b) Change in Control. Any of the following events:
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(1) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 35% or more of either (i) the then outstanding shares
of common stock of the Corporation (the "Outstanding Corporation Common
Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election of
directors (the "Outstanding Corporation Voting Securities"); provided,
however, that for purposes of this paragraph (1), the following
acquisitions shall not in and of themselves constitute a Change in Control
hereunder: (i) any acquisition of securities of the Corporation made
directly from the Corporation and approved by a majority of the directors
then comprising the Incumbent Board (as defined below), (ii) any
acquisition of beneficial ownership of a higher percentage of the
Outstanding Corporation Common Stock or the Outstanding Corporation Voting
Securities that results solely from the acquisition, purchase or redemption
of securities of the Corporation by the Corporation so long as such action
by the Corporation was approved by a majority of the directors then
comprising the Incumbent Board, or (iii) any acquisition by any corporation
pursuant to a transaction that complies with clauses (i), (ii) and (iii) of
paragraph (3) hereof; or
(2) Individuals who, as of May 16, 1995, constituted the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to May 16, 1995 whose election, or nomination for
election by the Corporation's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual (including,
without limitation, David H. Batchelder and Dorn Parkinson) whose initial
assumption of office occurs as a result of an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the Board; or
(3) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all the
assets of the Corporation (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities that were the beneficial owners, respectively, of
the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Business Combination beneficially
owned, directly or indirectly, more than 75% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or
all or substantially all the Corporation's assets either directly or
through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination, of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be, (ii) no Person (excluding any corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Corporation or all or substantially all the
Corporation's assets either directly or through one or more subsidiaries)
or the combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(4) Approval by the shareholders of the Corporation of a
complete liquidation or dissolution of the Corporation.
(c) Code. The Internal Revenue Code of 1986, as amended from
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time to time.
(d) Committee. The Compensation Committee of the Board.
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(e) Corporation. MESA Inc., a Texas corporation.
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(f) Date of Termination. The date a Participant's employment
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is terminated.
(g) Defined Pay. A Participant's compensation for purposes
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of the Plan, determined as follows for the following categories of
employees:
(i) Officers - The sum of (1) the Officer's highest
annual salary during the current and three calendar years preceding the
Effective Date and (2) his highest annual bonus during such three preceding
years;
(ii) Key Employees - the sum of (1) the Key Employee's
annual salary in effect at his Date of Termination (or if such salary has
been reduced following a Change in Control, his highest rate of annual
salary at any time since the Change in Control) and (2) the average bonus
paid to the Key Employee during the three calendar years preceding the
Effective Date;
(iii) Other Performance Bonus Plan Participants - The
amount determined in the same manner as for Key Employees;
(iv) All other Participants - The Participant's annual
salary or wages, including, where applicable, scheduled overtime, in effect
at his Date of Termination(or if the rate of such salary or wages has been
reduced following a Change in Control, the highest rate of annual salary or
wages in effect for such Participant at any time since the Change in
Control).
(h) Effective Date. August 22, 1995.
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(i) Employee. Any regular full-time or part-time employee of
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an Employer. The term shall exclude all individuals retained as
independent contractors.
(j) Employer. The Corporation and each Subsidiary that has
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adopted the Plan pursuant to Article V hereof and that are listed on
Schedule C hereof, as it may be modified from time to time.
(k) Key Employees. The key employees of the Employers
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identified on the attached Schedule A, as it may be modified from time to
time.
(l) Officers. The officers of the Employers identified on
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the attached Schedule A, as it may be modified from time to time.
(m) Other Performance Bonus Plan Participants. The
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individuals identified as such on the attached Schedule A, as it may be
modified from time to time.
(n) Participant. An individual who is designated as such
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pursuant to Section 3.1.
(o) Plan. The MESA Inc. Change in Control
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Retention/Severance Plan.
(p) Severance Benefit. A benefit to which a Participant may
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become entitled pursuant to Article IV hereof.
(q) Subsidiary. Any corporation or other entity in which the
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Corporation, directly or indirectly, holds a majority of the voting power
or profits or capital interest of such entity.
ARTICLE III
ELIGIBILITY
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3.1 Participation. Each Employee of an Employer on the Effective
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Date shall become a Participant in the Plan. Any individual who
subsequently becomes an Employee prior to a Change in Control shall become
a Participant on his or her date of hire.
3.2 Duration of Participation. A Participant shall cease to be a
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Participant in the Plan as a result of an amendment or termination of the
Plan complying with Article VII of the Plan, or when he or she ceases to be
an Employee of any Employer, unless, at the time he or she ceases to be an
Employee, such Participant is entitled to payment of a Severance Benefit as
provided in the Plan. A Participant entitled to payment of a Severance
Benefit or any other amounts under the Plan shall remain a Participant in
the Plan until the full amount of the Severance Benefit and any other
amounts payable under the Plan have been paid to the Participant.
ARTICLE IV
SEVERANCE BENEFITS
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4.1 Right to Severance Benefit. A Participant shall be entitled
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to receive from his or her Employer Severance Benefits in accordance with
Section 4.3 if the Participant's employment by an Employer shall terminate
in any circumstance specified in Section 4.2(a), whether the termination is
voluntary or involuntary.
4.2 Termination of Employment.
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(a) Terminations That Give Rise to Severance Benefits Under
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This Plan.
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(i) Except as set forth in subsection (b) below, any
termination of employment with an Employer by action of the Employer or any
of its affiliates (excluding any transfer to another Employer, but treating
as a termination of employment the sale of any assets or the stock of the
Participant's Employer, unless a plan covering the Participant with
benefits equivalent to those payable hereunder that recognizes that a
Change in Control has already occurred is adopted by the entity that
thereafter employs the Participant), at any time after a Change in Control
and before the second anniversary of a Change in Control, shall entitle a
Participant to a Severance Benefit in accordance with Section 4.3.
(ii) If, at any time after a Change in Control and
before the second anniversary of the Change in Control, a Participant's
duties, responsibilities or annual salary or bonus as an Employee are
diminished or reduced in any respect in comparison to the duties,
responsibilities and Defined Pay enjoyed by the Participant on the
Effective Date or, if later, the Participant's date of hire, he may
terminate his employment within 90 days of the occurrence of such reduction
and be entitled to a Severance Benefit in accordance with Section 4.3.
(iii) If, at any time after a Change in Control and
before the second anniversary of the Change in Control, a Participant is
required to be based at a location more than 35 miles from the location
where the Participant was based and performed services immediately prior to
a Change in Control, he may terminate his employment within 90 days of the
notice of such relocation and be entitled to a Severance Benefit in
accordance with Section 4.3.
(b) Terminations That Do Not Give Rise to Severance Benefits
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Under This Plan. If a Participant's employment is terminated for Cause, or
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voluntarily by the Participant in the absence of any event described in
subsection (a)(ii) or (iii) of this Section 4.2, the Participant shall not
be entitled to a Severance Benefit under the Plan.
A termination for Cause shall have occurred where a
Participant is terminated because of:
(i) the willful and continued failure of the Participant to
perform substantially the Participant's duties with the Employer (other
than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered
to the Participant by the Board or a duly-elected officer of the
Corporation which specifically identifies the manner in which the Board or
the elected officer believes that the Participant has not substantially
performed the Participant's duties, or
(ii) the willful engaging by the Participant in illegal
conduct or gross misconduct which is materially and demonstrably injurious
to the Corporation.
For purposes of this provision, no act or failure to act, on the part of
the Participant, shall be considered "willful" unless it is done, or
omitted to be done, by the Participant in bad faith or without reasonable
belief that the Partic ipant's action or omission was in the best interests
of the Corporation. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or based upon the advice
of counsel for the Corporation shall be conclusively presumed to be done,
or omitted to be done, by the Participant in good faith and in the best
interests of the Corporation.
4.3 Severance Benefits.
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(a) If a Participant's employment is terminated in
circumstances entitling him to a Severance Benefit as provided in Section
4.2(a), the Participant's Employer or the Corporation shall pay such
Participant, within ten days of the Date of Termination, a cash lump sum as
set forth in subsection (b) below.
(b) A Participant's Severance Benefit shall be a percentage
of the Participant's Defined Pay in accordance with the following table:
Category of Participant Percentage of Defined Pay
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Officers 200 percent
Key Employees 150 percent
Other Performance Bonus Plan Participants In accordance with
Schedule B
All other Participants In accordance with
Schedule B
4.4 Other Benefits Payable. The benefits payable hereunder shall
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be payable in addition to, and not in lieu of, all other accrued or vested
or earned but deferred compensation, rights, options or other benefits that
may be owed to a Participant upon or following termination, including but
not limited to earned but unused vacation, amounts or benefits payable
under any bonus or other compensation plan, stock option plan, stock
ownership plan, stock purchase plan, life insurance plan, health plan,
disability plan or similar or successor plan; provided, however, that the
benefits payable under this Plan shall be deemed to include any severance
pay or pay in lieu of notice required to be paid to such Participant under
applicable law. This Plan shall supersede and replace any severance pay
plan, program or arrangement that may previously have been adopted by any
Employer.
4.5 Certain Reduction of Payments by an Employer.
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(a) For purposes of this Section 4.5, (i) a "Payment" shall
mean any payment or distribution in the nature of compensation to or for
the benefit of a Participant, whether paid or payable pursuant to this Plan
or otherwise; (ii) "Separation Payment" shall mean a Payment paid or
payable pursuant to this Plan (disregarding this Section); (iii) "Net After
Tax Receipt" shall mean the Present Value of a Payment net of all taxes
imposed on a Participant with respect thereto under Sections 1 and 4999 of
the Code, determined by applying the highest marginal rate under Section 1
of the Code that applied to the Participant's taxable income for the
immediately preceding taxable year; (iv) "Present Value" shall mean such
value determined in accordance with Section 280G(d)(4) of the Code; and (v)
"Reduced Amount" shall mean the greatest aggregate amount of Separation
Payments which (a) is less than the sum of all Separation Payments and (b)
results in aggregate Net After Tax Receipts that are equal to or greater
than the Net After Tax Receipts that would result if the Participant were
paid the sum of all Separation Payments.
(b) Anything in this Agreement to the contrary
notwithstanding, in the event that a nationally recognized certified public
accounting firm designated by the Participant (the "Accounting Firm") shall
determine that receipt of all Payments would subject the Participant to tax
under Section 4999 of the Code, it shall determine whether some amount of
Separation Payments would meet the definition of a "Reduced Amount." If
the Accounting Firm determines that there is a Reduced Amount, the
aggregate Separation Payments shall be reduced to such Reduced Amount. All
fees payable to the Accounting Firm shall be paid solely by the
Participant's Employer.
(c) If the Accounting Firm determines that aggregate
Separation Payments should be reduced to the Reduced Amount, the Employer
shall promptly give the Participant notice to that effect and a copy of the
detailed calculation thereof, and the Participant may then elect, in his
sole discretion, which and how much of the Separation Payments shall be
eliminated or reduced (as long as after such election the Present Value of
the aggregate Separation Payments equals the Reduced Amount), and shall
advise the Employer in writing of his election within ten days of his
receipt of notice. If no such election is made by the Participant within
such ten-day period, the Employer may elect which of such Separation
Payments shall be eliminated or reduced (as long as after such election the
Present Value of the aggregate Separation Payments equals the Reduced
Amount) and shall notify the Participant promptly of such election. All
determinations made by the Accounting Firm under this Section shall be
binding upon the Employer and the Participant and shall be made within 60
days of a termination of employment of the Participant. As promptly as
practicable following such determination, the Employer shall pay to or
distribute for the benefit of the Participant such Separation Payments as
are then due to the Participant under this Plan and shall promptly pay to
or distribute for the benefit of the Participant in the future such
Separation Payments as become due to the Participant under this Plan.
(d) While it is the intention of the Employers to reduce the
amounts payable or distributable to the Participants hereunder only if the
aggregate Net After Tax Receipts to a Participant would thereby be
increased, as a result of the uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting
Firm hereunder, it is possible that amounts will have been paid or
distributed by the Employer to or for the benefit of a Participant pursuant
to this Plan which should not have been so paid or distributed
("Overpayment") or that additional amounts which will have not been paid or
distributed by the Employer to or for the benefit of a Participant pursuant
to this Plan could have been so paid or distributed ("Underpayment"), in
each case, consistent with the calculation of the Reduced Amount hereunder.
In the event that the Accounting Firm, based upon the assertion of a
deficiency by the Internal Revenue Service against the Employer or the
Participant which deficiency the Accounting Firm believes has a high
probability of success, determines that an Overpayment has been made, any
such Overpayment paid or distributed by the Employer to or for the benefit
of a Participant shall be treated for all purposes as a loan to the
Participant which the Participant shall repay to the Employer together
with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code; provided, however, that no such loan shall be
deemed to have been made and no amount shall be payable by a Participant to
the Employer if and to the extent such deemed loan and payment would not
either reduce the amount on which the Participant is subject to tax under
Section 1 and Section 4999 of the Code or generate a refund of such taxes.
In the event that the Accounting Firm, based upon controlling precedent or
substantial authority, determines that an Underpayment has occurred, any
such Underpayment shall be promptly paid by the Employer to or for the
benefit of the Participant together with interest at the applicable federal
rate provided for in Section 7872(f)(2) of the Code.
4.6 Payment Obligation Absolute.
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Subject to Section 4.5, the obligations of the Employers to pay
the Severance Benefits described in Section 4.3 shall be absolute and
unconditional and shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which an Employer may have against any Participant. In no event
shall a Participant be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to a Participant under
any of the provisions of this Plan, nor shall the amount of any payment
hereunder be reduced by any compensation earned by a Participant as a
result of employment by another employer.
ARTICLE V
PARTICIPATING EMPLOYERS
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This Plan may be adopted by any Subsidiary of the Corporation if
the Board approves such adoption. Upon such adoption, the Subsidiary shall
become an Employer hereunder and the provisions of the Plan shall be fully
applicable to the Employees of that Subsidiary who are Participants
pursuant to Section 3.1.
ARTICLE VI
SUCCESSOR TO EMPLOYER
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This Plan shall bind any successor of an Employer, substantially
all its assets or substantially all its businesses (whether direct or
indirect, by purchase, merger, consolidation or otherwise), in the same
manner and to the same extent that the Employer would be obligated under
this Plan if no succession had taken place.
In the case of any transaction in which a successor would not by
the foregoing provision or by operation of law be bound by this Plan, the
Corporation shall require such successor expressly and unconditionally to
assume and agree to perform an Employer's obligations under this Plan, in
the same manner and to the same extent that the Employer would be required
to perform if no such succession had taken place. The term "Employer," as
used in this Plan, shall mean the Employer as hereinbefore defined and any
successor or assignee to the business or assets which by reason hereof
becomes bound by this Plan.
ARTICLE VII
DURATION, AMENDMENT AND TERMINATION
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7.1 Duration. If a Change in Control has not occurred, this Plan
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shall expire two years from the Effective Date, unless extended for an
additional period or periods by resolution adopted by the Board.
If a Change in Control occurs, this Plan shall continue in full
force and effect and shall not terminate or expire until all Participants
who become entitled to any payments hereunder shall have received such
payments in full and all adjustments required to be made pursuant to
Section 4.5 have been made.
7.2 Termination and Amendment. The Plan shall be subject to
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amendment, change, substitution, deletion, revocation or termination
(collectively, "Amendment") by the Board at any time prior to a Change in
Control other than at the request of a third party who has taken steps
reasonably calculated to effect a Change in Control. After a Change in
Control, the Plan shall not be subject to Amendment in any respect which
adversely affects the rights of a Participant without the consent of that
Participant.
7.3 Form of Amendment. The form of any amendment of the Plan
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shall be a written instrument signed by any person authorized to sign by
the Board. An amendment of the Plan in accordance with the terms hereof
shall automatically effect a corresponding amendment to all Participants'
rights hereunder.
ARTICLE VIII
MISCELLANEOUS
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8.1 Indemnification. If after a Change in Control a Participant
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institutes any legal action in seeking to obtain or enforce, or is required
to defend in any legal action the validity or enforceability of, any right
or benefit provided by this Plan, the Corporation or the Employer will pay
for all actual legal fees and expenses reasonably incurred (as incurred) by
such Participant, regardless of the outcome of such action.
8.2 Employment Status. This Plan does not constitute a contract
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of employment or impose on the Participant's Employer any obligation to
retain the Participant as an Employee, to change or not change the status
of the Participant's employment, or to change the Corporation's policies or
those of its Subsidiaries regarding termination of employment.
8.3 Claim Procedure. If an Employee or former Employee makes a
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written request alleging a right to receive benefits under this Plan or
alleging a right to receive an adjustment in benefits being paid under the
Plan, the Corporation shall treat it as a claim for benefits. All claims
for benefits under the Plan shall be sent to the President of the
Corporation and must be received within 30 days after termination of
employment. If the President determines that any individual who has
claimed a right to receive benefits, or different benefits, under the Plan
is not entitled to receive all or any part of the benefits claimed, he will
inform the claimant in writing of its determination and the reasons
therefor in terms calculated to be understood by the claimant. The notice
will be sent within 90 days of the claim unless the President determines
additional time, not exceeding 90 days, is needed. The notice shall make
specific reference to the pertinent Plan provisions on which the denial is
based, and describe any additional material or information that is
necessary. Such notice shall, in addition, inform the claimant what
procedure the claimant should follow to take advantage of the review
procedures set forth below in the event the claimant desires to contest the
denial of the claim. The claimant may within 90 days thereafter submit in
writing to the Corporation a notice that the claimant contests the denial
of his or her claim by the President and desires a further review. The
Corporation shall within 60 days thereafter review the claim and authorize
the claimant to appear personally and review pertinent documents and submit
issues and comments relating to the claim to the persons responsible for
making the determination on behalf of the Corporation. The Corporation
will render its final decision with specific reasons therefor in writing
and will transmit it to the claimant within 60 days of the written request
for review, unless the Corporation determines additional time, not
exceeding 60 days, is needed.
8.4 Validity and Severability. The invalidity or unenforceability
-------------------------
of any provision of the Plan shall not affect the validity or
enforceability of any other provision of the Plan, which shall remain in
full force and effect, and any prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
8.5 Governing Law. The validity, interpretation, construction and
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performance of the Plan shall in all respects be governed by the laws of
Texas, without reference to principles of conflict of law.
ARTICLE IX
BOARD APPROVAL AND EFFECTIVE DATE
---------------------------------
This Plan was adopted by the Board on August 22, 1995, to be
effective as of the date of adoption.
IN WITNESS WHEREOF, MESA Inc. has caused these presents to be
executed by its duly authorized officer in a number of copies, all of which
shall constitute one and the same instrument, which may be sufficiently
evidenced by any executed copy hereof, this ____ day of August, 1995.
MESA INC.
By: /s/ Boone Pickens
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ATTEST:
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MESA INC.
CHANGE IN CONTROL RETENTION/SEVERANCE PLAN
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Schedule A--Participant Designations
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I. Officers
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Paul W. Cain President & Chief Operating Officer
Dennis E. Fagerstone Vice President-Exploration & Production
Stephen K. Gardner Vice President & Chief Financial
Officer
Andrew J. Littlefair Vice President-Public Affairs
William D. Ballew Controller
II. Key Employees
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Ronald D. Bassett Manager-Executive Administration
R. Sean Brennan Manager-Tax
Robert W. Burrahm Executive Vice President & General
Manager-Garretson
Paul M. Cashion Manager-Employee Relations
George S. Dixon Production Superintendent (Onshore)
Kim A. Doud Senior Geologist
Thomas M. DuBose Production Superintendent (Gulf Coast)
Mohamed I. El-Hitamy Supervisor-Facilities
Henry F. Galpin Supervisor-Gas Processing
Sam A. Giovinco, Jr. Area Engineering Supervisor
Robert L. Goggins Supervisor-Operations Services
Edwin E. Hance Manager-Engineering & Development
G. Patrick Hawkins Geological Specialist
D'Nard A. Hemphill Manager-Gas Marketing
Steven R. King Executive Vice President & General
Manager-MEV
Keith H. Pickett Manager-Land
Gary M. Prescott Associate General Counsel
Richard D. Rhodes Supervisor-Engineering Services
Kenneth H. Sheffield, Jr. Area Engineering Supervisor
M. Garrett Smith Director-Financial Planning
Sam W. Steward Area Engineering Supervisor
Wayne A. Stoerner Supervisor-Financial & General
Accounting
Kenneth R. Story Manager-Information Services
Edgar E. St. James Manager-Exploration
Steven R. Tennison Supervisor-Spot Sales
III. Other Performance Bonus Plan Participants
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Ronald D. Andrews Energy Markets Analyst
Frank J. Barra Facilities Engineering Specialist
Brett A. Benardino Purchasing Coordinator
Murray N. Bennett Property Tax Administrator
Michael B. Carroll Supervisor-Tax
Glen C. Carson Financial Analyst
Theodore L. Cottrell Drilling Engineering Specialist
William T. Davis Reservoir Engineer II
Kevin A. Dentzer Senior Landman
Robert W. Ellis Supervisor-Revenue/Production
Accounting
Charles C. Gamble Vice President-Marketing/Special
Projects MEV
Linda Gilbreath Sr. Programmer Analyst
Malcolm H. Gorrie Director-Shareholder Services
Frank L. Gregg Facilities Specialist
Hugh Hardy Geologist II
Thomas H. Hawkins Senior Counsel
Troy A. Hoefer Reservoir Engineer I
Treva Hohmann Assistant Manager-Tax
Ann G. Holt Coordinator Financial Analysis
Vicky C. Holton Supervisor-Administrative Services
John E. Janbaz Geological Specialist
Kim H. Janzen Gas Processing Specialist
J. Andrew Juett Associate Geologist
Mark A. Kieber Supervisor-Manufacturing Services
Robert J. Kultgen Accounting Analyst
William R. McElya Drilling Superintendent
Jenny V. Robins Senior Reservoir Engineer
John R. Rogers Supervisor-Audit
Jack E. Rosser Communications Director & Speech Writer
David W. Simpson Senior Counsel
Michael J. Smith Production Engineer II
John V. Sobchak Director-Treasury Operations
Robert L. Stepp, Jr. Reservoir Engineer II
James E. White Geophysical Specialist
Hershal K. Wolfe Coordinator-Gas Transportation
Lewis E. Wygant Supervisor-Payroll
01/31/96 (replaces 12/29/95)
MESA INC.
CHANGE IN CONTROL RETENTION/SEVERANCE PLAN
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Schedule B--Severance Calculation Formulas
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The severance pay entitlement for all employees (except for designated
Officers and Key Employees, both as defined in the Plan) is the sum of
three component calculations. The three components are (1) Age, calculated
in months as of the Date of Termination, (2) Service, calculated in months
as of the Date of Termination, and (3) Defined Pay*. The component
calculations are shown below. Each calculation produces a figure
representing a number of weeks of Defined Pay, the sum of which is the
recipient's entitlement under the Plan.
AGE COMPONENT
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Age Calculation
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Less than 30 years 2 weeks
30 years through 39 years, 11 months 6 + [ (Age in months - 360)
x .0166 ] weeks
40 years through 49 years, 11 months 8 + [ (Age in months - 480)
x .0166 ] weeks
50 years through 59 years, 11 months 10 + [ (Age in months -
600) x .0166 ] weeks
60 years and over 12 + [ (Age in months -
720) x .0166 ] weeks
SERVICE COMPONENT
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Formula Calculation
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One week of Defined Pay per year Service in months x .0833
of service
SALARY COMPONENT
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Formula Calculation
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Two weeks of Defined Pay for each Defined Pay x .0002
$10,000 increment of Defined Pay
(prorated for partial increments)
* The severance pay calculations in accordance with these formulas cover
two groups of employees, Other Performance Bonus Plan Participants and all
other Participants (excluding those designated as Officers or Key
Employees). Defined Pay for each group is defined in the Plan.
MESA INC.
CHANGE IN CONTROL RETENTION/SEVERANCE PLAN
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Schedule C--Adopting Employers and Affiliates
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The following employers and affiliates adopt the subject Plan upon its
Effective Date.
MESA Inc.
MESA Operating Co.
MESA Transmission Co.
MESA Capital Corporation
Pioneer Production Corporation International
Pioneer Uravan, Inc.
Pioneer Natural Gas Company
MESA Offshore Royalty Partnership
Hugoton Management Company
Hugoton Capital Limited Partnership
Hugoton Capital Corporation
MESA Holding Co.
MESA Environmental Ventures Co.
Garretson Equipment Co., Inc.
8/21/95
FIRST AMENDMENT TO THE MESA INC.
CHANGE IN CONTROL RETENTION/SEVERANCE PLAN
Effective as of August 22, 1995, the MESA Inc. Change in Control
Retention/Severance Plan is hereby amended as follows:
1. Article II(g)(i) is amended to read as follows:
"Officers - The sum of (1) the Officer's highest annual salary
during the current and three calendar years preceding the Effective Date
and (2) his highest annual bonus during such preceding three years;
provided, however, that in the case of an Officer who received compensation
from BTC Partners, Inc. ("BTC") at any time during such three-year period,
his Defined Pay shall be computed by adding the average of the bonuses paid
to him by BTC and his Employer during such period to his highest annual
salary from his Employer as determined under (1) above;"
2. Article II(g) is further amended by adding at the end thereof the
following sentence:
"A Participant's compensation for purposes of the Plan shall mean
compensation from his or her Employer, and it shall also include, where
applicable, bonuses paid to a Participant while he was employed by BTC."
3. Article II(i) is amended to read as follows:
"Employee. Any regular full-time or part-time employee of an
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Employer, other than T. Boone Pickens. The term also shall exclude all
individuals retained as independent contractors."
In all other respects the Plan is hereby affirmed and ratified.
IN WITNESS WHEREOF, MESA Inc. has caused this amendment to be
executed by its duly authorized officer this 20th day of October, 1995.
MESA INC.
By: /s/ Boone Pickens
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ATTEST:
/s/ G. Michael Prescott
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SECOND AMENDMENT TO THE MESA INC.
CHANGE IN CONTROL RETENTION/SEVERANCE PLAN
Effective as of January 1, 1996, the MESA Inc. Change in Control
Retention/Severance Plan is hereby amended as follows:
1. The first sentence of Section 4.2(b) of the Plan is hereby amended
to read as follows:
"If a Participant's employment is terminated for Cause, or voluntarily
by the Participant in the absence of any event described in subsection
(a)(ii) or (iii) of this Section 4.2 or for any reason prior to a
Change in Control, the Participant shall not be entitled to a
Severance Benefit under the Plan."
2. Article V is hereby amended by adding the following thereto:
"At any time that an Employer ceases to be a Subsidiary prior to the
occurrence of a Change in Control, it shall no longer be a
participating Employer hereunder and its Employees shall no longer be
eligible to receive benefits under the Plan."
3. Article VI is hereby deleted and each succeeding Article is renumbered
accordingly.
In all other respects the Plan is hereby affirmed and ratified.
IN WITNESS WHEREOF, MESA Inc. has caused this amendment to be
executed by its duly authorized officer this [27th] day of February, 1996.
MESA INC.
By: /s/ Boone Pickens
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ATTEST:
/s/ G. Michael Prescott
- -----------------------