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EXHIBIT 10.29
MESA INC.
MANAGEMENT SEVERANCE PLAN
Introduction
The Board of Directors of MESA Inc. considers the prevention of the loss
of certain management employees and the avoidance of distraction of such
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 management employees regarding
the best interests of the Corporation and its shareholders without concern that
such 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 certain management 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
As of the Effective Date, the Corporation hereby establishes a separation
compensation plan to be known as the MESA Inc. Management Severance Plan, as
set forth in this document. As of the Effective Date, this Plan shall replace
and supersede the MESA Inc. Change in Control Retention/Severance Plan.
ARTICLE II
DEFINITIONS
(a) Board. The Board of Directors of MESA Inc.
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(b) Change in Control. Any of the following events:
(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 April 4, 1997, 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 April 4, 1997 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 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 65%
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
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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) Cause. Any of the following events:
(1) 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
(2) The willful engaging by the Participant in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the
Corporation.
For purposes of determining Cause, 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
Participant'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.
(d) Code. The Internal Revenue Code of 1986, as amended from time to time.
(e) Committee. The Compensation Committee of the Board.
(f) Constructive Termination. The voluntary termination of a Participant's
employment within 30 days of receiving notice from the Participant's Employer
of (i) a material reduction in the Participant's authority, power, functions,
duties or responsibilities; (ii) a reduction
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in the Participant's base salary to less than 80 percent of the highest base
salary ever paid to the Participant by any Employer; (iii) the Participant's
required relocation following a Change in Control to a location more than 35
miles from the Participant's principal place of business; or (iv) the
Corporation's failure to obtain the written agreement of any successor entity,
as provided in Article VI hereof, to honor the terms of this Plan following a
Change in Control.
(g) Corporation. MESA Inc., a Texas corporation.
(h) Date of Termination. The date a Participant's employment is
terminated.
(i) Defined Pay. An Executive Group member's compensation for purposes of
the Plan, which shall equal the sum at his or her Date of Termination of (1)
the Executive Group member's highest base salary in effect after the Effective
Date and (2) the higher of his or her (A) previous year's bonus or (B) current
year's target bonus.
(j) Effective Date. April 4, 1997.
(k) Employer. The Corporation and each Subsidiary that has been designated
as such by the Chief Executive Officer of the Corporation or his delegate, and
has adopted the Plan pursuant to Article V hereof. Each such employer is listed
on Schedule B hereof, as it may be modified from time to time.
(l) Executive Group. Certain officers of the Employers identified as
members of the Executive Group on the attached Schedule A, as it may be
modified from time to time.
(m) Management Group. Certain employees of the Employers designated as
such by the Chief Executive Officer of the Corporation or his delegate and
identified on the attached Schedule A, as it may be modified from time to time.
(n) Participant. An individual who is designated as such pursuant to
Section 3.1.
(o) Plan. The MESA Inc. Management Severance Plan.
(p) Severance Benefit. A benefit to which a Participant may become
entitled pursuant to Article IV hereof.
(q) Subsidiary. Any corporation or other entity in which the Corporation,
directly or indirectly, holds a majority of the voting power or profits or
capital interest of such entity.
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ARTICLE III
ELIGIBILITY
3.1 Participation. Each designated member of the Executive Group and
Management Group on the Effective Date shall become a Participant in the Plan.
Any individual who subsequently is so designated shall become a Participant
effective as of the date specified on Schedule A.
3.2 Duration of Participation. A Participant shall cease to be a
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 a member
of the Executive Group or Management Group, unless, at the time he or she
ceases to be such, such Participant is entitled to payment of a Severance
Benefit as provided in the Plan. Notwithstanding the foregoing, 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
4.1 Right to Severance Benefit. A Participant shall be entitled 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, whether the termination is voluntary
or involuntary.
4.2 Terminations of Employment that Give Rise to Severance Benefits under
the Plan.
(a) At any time prior to a Change in Control, the involuntary
termination of a Participant's employment with an Employer by action of the
Employer, other than for Cause, the Constructive Termination of a Participant
or a Participant's termination due to the Participant's death or disability
(within the meaning of the Employer's long-term disability plan) shall entitle
the Participant to a Severance Benefit in accordance with Section 4.3.
(b) At any time at least six months but not more than one year after a
Change in Control, the voluntary termination of a Participant's employment with
an Employer, other than because of Constructive Termination, shall entitle the
Participant to a Severance Benefit in accordance with Section 4.3.
(c) At any time within one year of a Change in Control, the
Participant's Constructive Termination or the involuntary termination of a
Participant's employment with an Employer by action of the Employer (excluding
any transfer to another Employer, but treating as a
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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), other than for Cause, shall entitle the Participant to a
Severance Benefit in accordance with Section 4.3.
4.3 Severance Benefits.
(a) If a Participant's employment is terminated in circumstances
entitling him to a Severance Benefit as provided in Section 4.2, 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 the
following subsections.
(b) A Participant entitled to a Severance Benefit in accordance with
the provisions of Section 4.2(a) or 4.2(b) shall receive a Severance Benefit
equal to one year of the Participant's highest base salary in effect after the
Effective Date and prior to his or her termination of employment.
(c) A Participant entitled to a Severance Benefit in accordance with
the provisions of Section 4.2(c) shall receive a Severance Benefit (i) if the
Participant is a member of the Executive Group, in an amount equal to 2.99
times the Participant's Defined Pay and (ii) if the Participant is a member of
the Management Group, in an amount equal to two times such Participant's
highest base salary in effect after the Effective Date and prior to his or her
termination of employment.
4.4 Other Benefits Payable.
(a) The benefits payable hereunder shall 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, incentive 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.
(b) Except in the case of a Participant's termination due to death,
disability or for Cause, the Participant's welfare benefits in effect on the
day preceding the Participant's Date of Termination, including, but not limited
to, medical, dental, vision, life, accidental death and long-term disability
coverage, shall be continued for one year with no increase in the Participant's
premiums or other cost of coverage under all such plans. COBRA continuation
coverage shall be available following such one-year period for the remainder of
the statutory period under the Employer's normal COBRA practice.
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4.5 Excise Tax and Gross-Up Payment.
(a) If any portion of a Participant's Severance Benefit or other
payment hereunder constitutes a parachute payment (a "Payment") and is subject
to the Excise Tax (hereinafter defined), then the Corporation shall, in
addition to providing such Severance Benefit and payment, pay the Gross-Up
Payment (hereinafter defined) to the Participant in the manner described below.
For purposes of this provision, (i) "Excise Tax" shall mean the tax imposed
pursuant to section 4999 of the Code and any interest or penalties incurred by
the Participant with respect to such Excise Tax, and (ii) "Gross-Up Payment"
shall mean, with respect to any compensation provided to the Participant by an
Employer (including without limitation the payments provided for under this
Plan and any payments to the Participant under any employee benefit plan,
including without limitation the Corporation's 1996 Incentive Plan, or other
arrangement) that is subject to the Excise Tax, an amount that, after reduction
of the amount of such Gross-Up Payment for all federal, state and local tax
(including any interest or penalties imposed with respect to such taxes) to
which the Gross-Up Payment is subject (including the Excise Tax to which the
Gross-Up Payment is subject), is equal to the amount of the Excise Tax to which
such compensation is subject. For purposes of determining the amount of any
Gross-Up Payment, the Participant shall be deemed to pay federal income taxes
at the highest marginal rate and state and local income taxes, if applicable,
at the highest marginal rate of taxation in the state and locality of residence
of the Participant on the Date of Termination, net of the maximum reduction in
federal income taxes that could be obtained from deduction of such state and
local taxes, if any.
(b) Subject to the provisions of subsection 4.5(c), all determinations
required to be made under this Section 4.5, including whether and when a
Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
the accounting firm which performed the audit of the Corporation for the year
preceding the year in which the Change in Control occurred (the "Accounting
Firm") which shall provide detailed supporting calculations both to the
Corporation and the Participant within 15 business days of the receipt of
notice from the Participant that there has been a Payment, or such earlier time
as is requested by the Corporation. In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, the Officer shall appoint another nationally recognized
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the Corporation. Any
Gross-Up Payment, as determined pursuant to this Section 4.5, shall be paid by
the Corporation to the Participant within five days of the receipt of the
Accounting Firm's determination. If the Accounting Firm determines that no
Excise Tax is payable by the Participant, it shall furnish the Participant with
a written opinion that failure to report the Excise Tax on the Participant's
applicable federal income or excise tax return would not result in the
imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Corporation and the Participant.
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(c) The Participant shall notify the Corporation in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Corporation of the Gross-Up Payment. Such notification shall be
given no later than ten business days after the Participant is informed in
writing of such claim. The Participant shall not pay such claim prior to the
expiration of the 30-day period following the date on which it gives such
notice to the Corporation (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Corporation
notifies the Participant in writing prior to the expiration of such period that
it desires to contest such claim, (i) the Participant shall accept legal
representation with respect to such claim by an attorney reasonably selected by
the Corporation, (ii) cooperate with the Corporation in good faith in order to
effectively contest such claim, and (iii) permit the Corporation to participate
in any proceedings relating to such claim; provided, however, the Corporation
shall bear and pay directly all costs and expenses (including legal and
accounting fees and additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Participant harmless, on an
after-tax basis, for an Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. The Corporation shall control all proceedings
taken in connection with such contest to the extent relating to issues
impacting whether a Gross-Up Payment is payable hereunder. The Participant
shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority in
connection with such contest.
(d) If any such claim referred to in subsection 4.5(c) is made by the
Internal Revenue Service and the Corporation does not request the Participant
to contest the claim within the 30-day period following notice of the claim,
the Corporation shall pay to the Participant the amount of any Gross-Up Payment
owed to the Participant, but not previously paid pursuant to subsection 4.5(b),
immediately upon the expiration of such 30-day period. If any such claim is
made by the Internal Revenue Service and the Corporation requests the
Participant to contest such claim, the Corporation shall pay to the Participant
the amount of any Gross-Up Payment owed to the Participant, but not previously
paid under the provisions of subsection 4.5(b), within five days of a Final
Determination of the liability of the Participant for such Excise Tax. For
purposes of this provision, a "Final Determination" shall be deemed to occur
with respect to a claim when (i) there is a decision, judgment, decree or other
order by any court of competent jurisdiction, which decision, judgment, decree
or other order has become final; i.e., all allowable appeals have been
exhausted by either party to the action, (ii) there is a closing agreement made
under Section 7121 of the Code, or (iii) the time for instituting a claim for
refund has expired, or if a claim was filed, the time for instituting suit with
respect thereto has expired.
4.6 Payment Obligation Absolute.
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 that an Employer may have
against any Participant. In no event shall a Participant be obligated to seek
other
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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
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 become Participants pursuant to Section
3.1.
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 any members of the Executive Group or Management Group in its
employ shall no longer be eligible to receive benefits under the Plan.
ARTICLE VI
SUCCESSOR TO EMPLOYER.
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
7.1 Duration. If a Change in Control has not occurred, this Plan shall
expire three years from the Effective Date, unless extended for an additional
period or periods by resolution adopted by the Board.
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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.
7.2 Termination and Amendment. The Plan shall be subject to 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 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
8.1 Indemnification. If after a Change in Control a Participant 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 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 a Participant or former Participant makes a
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
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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
performance of the Plan shall in all respects be governed by the laws of Texas,
without reference to principles of conflict of law.
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ARTICLE IX
BOARD APPROVAL AND EFFECTIVE DATE
This Plan was adopted by the Board on April 4, 1997, 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 4th day of April, 1997.
MESA INC.
By: /s/ STEPHEN K. GARDNER
-----------------------------
Stephen K. Gardner
Vice President and
Chief Financial Officer
ATTEST:
/s/ GARRETT SMITH
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MESA INC.
MANAGEMENT SEVERANCE PLAN
Schedule A -- Participant Designations
I. Executive Group
---------------
Jon Brumley Chairman of the Board and Chief Executive Officer
Dennis E. Fagerstone Executive Vice President & Chief Operating Officer
Stephen K. Gardner Senior Vice President & Chief Financial Officer
Edwin E. Hance Senior Vice President-Operations
M. Garrett Smith Vice President-Corporate Acquisitions
II. Management Group
----------------
R. Sean Brennan Manager-Tax
Jon S. Brumley Director-Corporate Planning
Glen C. Carson Director-Financial Analysis
Paul M. Cashion Manager-Human Resources
Theodore L. Cottrell Manager-Drilling
G. Patrick Hawkins Geological Specialist
Mohamed I. El-Hitamy Manager-Facilities
Henry F. Galpin Vice President-Natural Gas Processing
Keith H. Pickett Manager-Land & Administration
Gary M. Prescott Vice President-Legal
Deanna L. Miller Director-Financial Planning
Jenny V. Robins Manager-Reserves & Economics
Kenneth H. Sheffield Jr. Vice President-Acquisitions & Development
Kyle M. Schultz Manager-Exploitation
David W. Simpson Exploration Supervisor-New Ventures
John V. Sobchak Treasurer
Edgar E. St. James Jr. Vice President-Exploration
Wayne A. Stoerner Controller
Kenneth R. Story Manager-Information Services
James E. White Manager-Geophysics
Hershal K. Wolfe Manager-Marketing
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MESA INC.
MANAGEMENT SEVERANCE PLAN
Schedule B -- Adopting Employers and Affiliates
The following Employers and affiliates adopt the subject Plan upon its
Effective Date.
MESA Inc.
MESA Operating Co.
Westpan NGL Co.
MESA Capital Corporation
Hugoton Capital Corporation
Pioneer Natural Gas Company
Pioneer Production Corporation International
Pioneer Uravan, Inc.
MESA Transmission Co.