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EXHIBIT 10.22
FOURTH AMENDMENT TO
SEAGULL ENERGY CORPORATION
SUPPLEMENTAL BENEFIT PLAN
WHEREAS, SEAGULL ENERGY CORPORATION (the "Company") has heretofore
adopted the SEAGULL ENERGY CORPORATION SUPPLEMENTAL BENEFIT PLAN (the
"Plan"); and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Plan shall be amended as follows, effective as of
January 1, 1999:
1. Section 2.3 of the Plan shall be deleted and the following shall be
substituted therefor:
"2.3 BONUS DEFERRAL ELECTION. Any Participant may elect to
defer receipt of an integral percentage of from 1% to 100% of his Bonus
for any calendar year under this Plan. A Participant's election to
defer receipt of a percentage of his Bonus under this Plan shall be
made prior to January 1 of the calendar year during which such Bonus is
paid and shall be irrevocable for such calendar year. The reduction of
a Participant's Bonus pursuant to this election shall be effected at
the time such Bonus is paid."
2. The following sentence shall be added to Section 3.1 of the Plan:
"Each Participant's Deferred Compensation Account shall be divided into
subaccounts to reflect such Participant's deferrals of Compensation or
Bonus under the Plan for any Plan Year."
3. Section 3.4(b) of the Plan shall be deleted and the following shall
be substituted therefor:
"(b) ALTERNATIVE INVESTMENT IN STOCK UNITS.
(1) In lieu of having his Accounts credited with interest
equivalents pursuant to Paragraph (a) above, a Participant may elect in
accordance with the provisions of Paragraph (c) below to have the value
of all or a portion of his Accounts determined as if they had been
credited with a number of shares of stock (the "Phantom Stock") equal
to the number of shares of common stock of the Company which could have
been purchased with such amounts on the date of such election and, for
amounts which are subsequently credited to the Participant's Accounts,
on the date such amounts are so credited, based upon the average of the
closing prices of the common stock of the Company on the twenty trading
days preceding such date.
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(2) As of the last day of each calendar quarter and as of any
other date which the Committee shall determine, the Committee shall
redetermine the value of the portion of each Participant's Accounts
credited with Phantom Stock based upon the increase or decrease in the
value of the common stock of the Company during such quarter; for the
purpose of such redetermination, one share of Phantom Stock shall be
deemed to be the equivalent of one share of common stock of the
Company. Further, the portion of each Participant's Accounts credited
with such Phantom Stock shall be credited with the amount of any cash
dividends paid with respect to the common stock of the Company during
such quarter in accordance with Paragraph (b)(1) above.
(3) If, and whenever, the Company shall effect a subdivision
or consolidation of the common stock of the Company or the payment of a
stock dividend on the common stock of the Company (including, without
limitation, the two-for-one stock split proposed to be effected with a
record date of May 21, 1993), (i) in the event of an increase in the
number of outstanding shares of the common stock of the Company, the
number of shares of Phantom Stock credited to each Participant's
Accounts shall be proportionately increased and (ii) in the event of an
reduction in the number of outstanding shares of the common stock of
the Company, the number of shares of Phantom Stock credited to each
Participant's Accounts shall be proportionately reduced.
4. Section 3.4(c) of the Plan shall be deleted and the following shall
be substituted therefor:
"(c) CREDITING ELECTION. Prior to the first day of any
calendar quarter, a Participant may elect to have all or a portion of
his Accounts credited with Phantom Stock pursuant to Paragraph (b)
above for such quarter. Any such election shall be effective until
revoked by the Participant. If a Participant revokes an election made
pursuant to this Paragraph with respect all or a portion of his
Accounts as of the first day of any calendar quarter, such
Participant's Accounts shall be credited with the value of the
corresponding number of shares of Phantom Stock credited to his
Accounts with respect to as of the last day of the prior calendar
quarter, based upon the average of the closing prices of common stock
of the Company on the twenty trading days preceding such date. If a
Participant fails to make any election under this Paragraph, his
Accounts shall be credited with interest equivalents pursuant to
Paragraph (a) above."
5. Article V of the Plan shall be deleted and the following shall be
substituted therefor:
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"ARTICLE V
FORM AND TIMING OF BENEFITS
5.1 PAYMENT OF BONUS DEFERRALS. Subject to the provisions of
Section 5.2, a Participant may elect to have all or a portion of Bonus
amounts credited to his Deferred Compensation Account during Plan Years
beginning on or after January 1, 1999 paid in annual installment
payments for a specified term commencing prior to the date such amounts
would otherwise be payable pursuant to Section 5.2. Any such elections
regarding the payment of Bonus amounts credited to a Participant's
Deferred Compensation Account during a Plan Year shall be irrevocable
once made. In the absence of an election by a Participant with respect
to the payment of Bonus amounts credited to his Deferred Compensation
Account during a Plan Year, such amounts shall be paid in accordance
with Section 5.2. If a Participant elects to have Bonus amounts
credited to a Participant's Deferred Compensation Account during a Plan
Year paid in annual installments, the value of such Bonus amounts shall
be determined as of the last day of the month preceding the time which
he has elected to commence receiving such payments and each subsequent
interval thereafter, and an amount equal to the then value of such
Bonus amounts, including any interest equivalents and the value of any
shares of Phantom Stock credited thereto, with the value of such
Phantom Stock based upon the average of the closing prices of common
stock of the Company on the twenty trading days preceding such date,
multiplied by a fraction, the numerator of which is one and the
denominator of which is the remaining number of payments which the
Participant elected, shall be paid to such Participant. A Participant's
Deferred Compensation Account shall be debited for any amounts paid
pursuant to this Section 5.1. If a Participant's employment or
consulting relationship with the Company terminates prior to payment of
all annual installments elected by such Participant pursuant to this
Section 5.1, the remaining Bonus amounts shall be paid in accordance
with Section 5.2.
5.2 PAYMENT OF BENEFITS. Upon the termination of a
Participant's employment or, if later, the termination of a
Participant's consulting relationship with the Company, the amounts
credited to his Accounts under Plan shall be paid to him (or his
beneficiary) in a lump sum in cash as soon as practicable following
such termination. Notwithstanding the preceding sentence, in the event
of a change of control that is not approved, recommended and supported
by at least two-thirds of the Directors that were also Directors prior
to the occurrence of any such change of control in actions taken prior
to, and with respect to, such change of control, each Participant's
benefit under this Plan shall be paid to him (or his beneficiary) in a
lump sum in cash as soon as practicable, but no later than thirty days
following the date on which such change of control occurs. If a
Participant has elected to have all or a portion of his Accounts
credited with Phantom Stock pursuant to Section 3.4(c), the Participant
shall be paid an amount equal to the value of his Accounts as of the
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last day of the calendar month preceding his termination or the change
of control as described in the preceding sentence, with the value of
such Phantom Stock based upon the average of the closing prices of
common stock of the Company on the twenty trading days preceding such
date. If a Participant's termination occurs by reason of death, his
benefit under this Plan shall be paid to the same recipient or
recipients as are paid his benefits under the Thrift Plan."
6. As amended hereby, the Plan is specifically ratified and reaffirmed.
EXECUTED this 26th day of January, 1999.
SEAGULL ENERGY CORPORATION
BY: /s/ JACK M. ROBERTSON
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NAME: Jack M. Robertson
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TITLE: Vice President,
Human Resources
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