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EXHIBIT 10.24
OCEAN ENERGY, INC.
DEFERRED COMPENSATION PLAN
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OCEAN ENERGY, INC.
DEFERRED COMPENSATION PLAN
Table of Contents
Page
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Section 1 Definitions . . . . . . . . . . . . . . . . . . . . 1
Section 2 Administration . . . . . . . . . . . . . . . . . . . 2
Section 3 Participants . . . . . . . . . . . . . . . . . . . . 2
Section 4 Benefits . . . . . . . . . . . . . . . . . . . . . . 3
Section 5 General Provisions . . . . . . . . . . . . . . . . . 4
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OCEAN ENERGY, INC.
DEFERRED COMPENSATION PLAN
PREAMBLE
WHEREAS, Ocean Energy, Inc. (the "Company") desires to
establish the Ocean Energy, Inc. Deferred Compensation Plan (the "Plan") to
assist the Company in attracting and retaining highly qualified key employees
by permitting them to defer all or part of their annual bonuses on a voluntary
basis;
NOW, THEREFORE, the Company does hereby adopt the Plan as set
forth herein, effective as of December 10, 1997.
SECTION 1
DEFINITIONS
For purposes of the Plan, the following terms shall have the
meanings indicated:
1.1 Account means a ledger Account as provided in Section 4.2.
1.2 Beneficiary means the Participant's surviving spouse or, if none, his
or her estate.
1.3 Board means the Board of Directors of the Company.
1.4 Bonus means the Bonus, if any, otherwise payable to the Participant
with respect to a specified Plan Year pursuant to the Company's annual
bonus program.
1.5 Compensation Committee means the Compensation Committee of the Board.
1.6 Key Employee means an employee of the Company or any subsidiary who is
designated by the Committee, either by name or position, to be a Key
Employee for purposes of this Plan.
1.7 Participant means each Key Employee who elects to participate in the
Plan in accordance with Section 3.
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1.8 Plan Year means the calendar year.
SECTION 2
ADMINISTRATION
2.1 Committee. The Plan shall be administered by the Committee. The
Committee shall have the complete authority and power to interpret the
Plan, prescribe, amend and rescind rules relating to its
administration, determine which Key Employees shall be eligible to be
Participants for any Plan Year, determine a Participant's (or
Beneficiary's) right to a payment and the amount of such payment, and
to take all other actions necessary or desirable for the
administration of the Plan. All actions and decisions of the Committee
shall be final and binding upon all Participants and Beneficiaries.
SECTION 3
PARTICIPANTS
3.1 Participants. Each employee who is designated a Key Employee by the
Committee for a Plan Year shall be eligible to be a Participant for
such Plan Year. A designation of Key Employee status may be made in
any manner the Committee deems appropriate and, in the Committee's
discretion, may be an ongoing designation applicable for future Plan
Years until revoked by the Committee. A designation of an employee as
a Key Employee for a Plan Year shall not entitle the employee to be a
Key Employee for any other Plan Years, except to the extent so
provided by the Committee. The Committee, in its discretion, may
revoke an employee's designation as a Key Employee at any time.
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SECTION 4
BENEFITS
4.1 Voluntary Deferrals. Before the date the Committee establishes the
Bonus, if any, to be paid to a Key Employee for a specified Plan Year,
the Key Employee may elect to have the payment of all or a portion of
any such Bonus deferred under the Plan Year; provided, however, the
minimum amount that a Participant may defer for any Plan Year is
$50,000. The Participant's election shall be irrevocable and shall be
made on a form prescribed by the Company. If a Key Employee has not
made a deferral election with respect to a Plan Year, any Bonus
payable to him or her for that Plan Year shall be paid in accordance
with the Company's normal practice.
4.2 Accounts. The Company shall establish a ledger or notional account
(the "Account") for each Participant who defers payment of all or part
of his or her Bonus with respect to a Plan Year to reflect the
Company's obligation to pay to the Participant (or the Participant's
Beneficiary) the amount deferred and the interest, if any, credited
thereon as provided in Section 4.3.
4.3 Interest Credited to Accounts. No interest shall accrue on any
deferred Bonus amounts credited to an Account except to the extent the
Committee, in its sole discretion, expressly provides for the
crediting of interest on the Account. The rate of such interest, if
any, shall be determined by the Committee and shall be credited to the
Account at the end of each calendar quarter or at such other times as
may be determined by the Committee.
4.4 Payment of Accounts. On or as soon as reasonably practical following
the earlier of (i) the date a Participant ceases for any reason to be
an employee of the Company and its
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subsidiaries or (ii) the first business day of the January following
the Plan Year with respect to which the deferral of the Bonus is made
by a Participant, the Company shall pay to a Participant a lump sum
amount in cash equal to the balance then credited to his or her
Account.
SECTION 5
GENERAL PROVISIONS
5.1 Unfunded Obligation. The amounts to be paid to Participants pursuant
to this Plan are unfunded general obligations of the Company. The
Company is not required to segregate any monies from its general
funds, to create any trusts, or to make any special deposits with
respect to this obligation. Title to and beneficial ownership of any
investments, including trust investments, which the Company may make
to fulfill this obligation shall at all times remain in the Company.
Any investments and the creation or maintenance of any trust or
notional accounts shall not create or constitute a trust or a
fiduciary relationship between the Committee or the Company and a
Participant, or otherwise create any vested or beneficial interest in
any Participant or his or her Beneficiary or his or her creditors in
any assets of the Company whatsoever. The Participants (and
Beneficiaries) shall be general unsecured creditors of the Company
with respect to any payment due under this Plan.
5.2 Incapacity of Participant or Beneficiary. If the Committee finds that
any Participant or Beneficiary to whom a payment is due under the Plan
is under a legal disability and a legal representative or guardian has
been properly appointed for such person, such payment shall be made to
the duly appointed legal representative or guardian of such
Participant or Beneficiary and shall be a complete discharge of the
obligations of the Company under the Plan.
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5.3 Nonassignment. The right of a Participant or Beneficiary to the
payment of any amounts under the Plan may not be assigned,
transferred, pledged or encumbered in any manner nor shall such right
or other interests be subject to attachment, garnishment, execution or
other legal process.
5.4 No Right to Continued Employment. Nothing in the Plan shall be
construed to confer upon any Participant any right to continued
employment with the Company or any subsidiary, nor interfere in any
way with the right of the Company or any subsidiary to terminate the
employment of such Participant at any time without assigning any
reason therefor.
5.5 Withholding Taxes. Unless a Participant makes other arrangements that
are satisfactory to the Company, appropriate taxes shall be withheld
by the Company or the employing subsidiary from the Participant's
current compensation with respect to all deferrals made under the Plan
and from all payments made to Participants and Beneficiaries pursuant
to the Plan.
5.6 Termination and Amendment. The Board may from time to time amend or
terminate the Plan, in whole or in part; provided, however, that no
amendment or termination of the Plan may impair the rights of a
Participant or his or her Beneficiary with respect to an Account;
provided further, however, upon a termination of the Plan all Accounts
shall be paid immediately.
5.7 Applicable Law. The Plan shall be construed and governed in accordance
with the laws of the State of Louisiana.
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