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EXHIBIT 10.4
AMENDMENT TO KEY EMPLOYEE SEVERANCE AGREEMENTS
WHEREAS, the Board of Directors of Presidio Oil Company ("Presidio")
and the Board of Directors of Presidio Exploration, Inc. ("Presidio
Exploration") have approved the Key Employee Severance Agreements (the
"Agreements") dated as of July 25, 1995 between Presidio and George P. Giard,
Jr. ("Giard") and Robert L. Smith ("Smith"), (together, the "Executives"); and
WHEREAS, it is recommended that special recognition is appropriate for
obtaining the highest possible sales value for Presidio or Presidio
Exploration's assets, which will require special dedication and efforts on the
part of the Executives.
It is hereby agreed that the Agreements, notwithstanding anything to
the contrary therein, shall be amended such that the Rights and Benefits upon
Termination provided in Section 3 of the Agreements in respect of each of the
Executives will be based upon the following number of months of severance pay,
subject to the limitation of Section 6 of the Agreements, as follows:
VALUE RECEIVED (1) # OF MONTHS SEVERANCE
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($MM) GIARD SMITH
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over 190 20 19
over 195 21 20
over 200 22 21
over 205 23 22
over 210 24 23
over 215 25 24
over 220 26 25
over 225 27 26
over 230 28 27
over 235 29 28
over 240 30 29
over 245 30 30
(1) "Value Received" refers to the consideration (the
"Consideration") received in any offer accepted by Presidio
and/or Presidio Exploration in respect of the sale of the oil,
gas and related assets (the "Assets") of Presidio Exploration
(or a similar transaction relating to the Assets such as a
merger involving Presidio and/or Presidio Exploration) and
which further results in either an Asset Acquisition as
defined in Section 2 (c) (i) of the Agreements or in a Change
of Control as defined in Section 2 (c) (ii) (D) of the
Agreements. The Consideration may consist of cash and/or
securities and shall include both (a) the total amount of net
consideration available to the holders of Presidio's bank and
public debt and its stockholders and (b) the total amount of
net liabilities assumed by the purchaser of the Assets,
including both Presidio's balance sheet and off-balance sheet
liabilities.
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IN WITNESS WHEREOF, the parties have executed this Amendment to Key
Employee Severance Agreements on August 16, 1995 but effective as of July 25,
1995.
PRESIDIO EXPLORATION, INC.
By: /s/ Judson Williams
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Judson Williams, Treasurer
EXECUTIVES
By: /s/ George P. Giard, Jr.
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George P. Giard, Jr.
By: /s/ Robert L. Smith
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Robert L. Smith
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