This Employment Agreement (the Agreement) by and between THE MERIDIAN RESOURCE & EXPLORATION,
LLC., a Delaware limited liability company (the Company), and ALAN S. PENNINGTON (the
Executive) is made and entered into as of the Effective Date set forth in Section 1.3 below:
A. The Company desires to employ Executive in the capacity set forth on EXHIBIT A, pursuant to
the provisions of this Agreement;
B. The Executive desires employment as an employee of the Company pursuant to the provisions of
this Agreement; and
TERMS OF EMPLOYMENT
The terms of employment are as follows:
1.1 EMPLOYMENT. The Company hereby employs the Executive for and during the term hereof in the
position set forth on EXHIBIT A. The Executive hereby accepts employment under the terms and
conditions set forth in this Agreement.
1.2 DUTIES OF EXECUTIVE. The Executive shall perform in the capacity described in Section 1.1
hereof and shall have such duties, responsibilities, and authorities as may be designated for such
office. The Executive agrees to devote the Executives best efforts, abilities, knowledge,
experience and full business time to the faithful performance of the duties, responsibilities, and
authorities which may be assigned to the Executive. Executive may not engage, directly or
indirectly, in any other business, investment, or activity that interferes with Executives
performance of Executives duties hereunder, or is contrary to the interests of the Company.
Executive shall at all times comply with and be subject to such policies and procedures as the
Company may establish from time to time, which will be customary within Companys industry.
Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and
allegiance to act at all times in the best interests of the Company and to do no act which would
injure Companys business, its interests, or its reputation. The foregoing shall not be construed
to prevent the Executive from making passive investments in other businesses or enterprises,
provided such investments do not require services on the part of the Executive.
1.3 TERM. This Agreement shall become effective as of the 17th day of December 2008,
(the Effective Date) and shall continue in force and effect for one (1) year unless sooner
terminated as provided in Section 2.1 hereof. Unless this Agreement is terminated before the end of
its initial term, the term hereof shall be automatically extended for successive one (1) year
terms, unless terminated prior to the expiration of any one (1) year term. Except as set out
herein, this Agreement may only be renewed or extended by written agreement executed by the Company
and the Executive pursuant to mutually acceptable terms and conditions.
1.4 COMPENSATION. The Company shall pay the Executive, as Compensation for services rendered by
the Executive under this Agreement the following Salary plus Bonus.
(a) SALARY: A base salary per month as set forth on EXHIBIT A, prorated for any partial
period of employment (Salary). Such Salary shall be paid in installments in accordance
with the Companys regular payroll practices. Each calendar year the Company will determine
the cost of living increase to be added to the Salary.
(b) BONUS: A bonus as set forth in EXHIBIT A (Bonus).
(c) MANAGEMENT WELL BONUS PARTICIPATION: The Company and the Executive acknowledge the
existence of a separate agreement between themselves, titled The Meridian Resource
Management Well Bonus Plan, dated November 5, 1997 (the Management Well Bonus Plan);
which Management Well Bonus Plan is not affected by or superseded by the terms and
conditions of this Agreement; the Company and the Executive agree that all interpretation
and enforcement of the terms of the Management Well Bonus Plan shall be separate and stand
alone. Notwithstanding anything to the contrary contained in this Agreement or any other
agreement, the Company and the Executive acknowledge that the Executives participation
under the Management Well Bonus Plan is currently as set forth in EXHIBIT A.
1.5 EMPLOYMENT BENEFITS. In addition to the Salary payable to the Executive hereunder, the
Executive shall be entitled to the following benefits:
(a) EMPLOYMENT BENEFITS. As an employee of the Company, the Executive shall participate in
and receive coverage under all general employee benefit plans and programs, as may be in
effect from time to time, upon satisfaction by the Executive of the eligibility
requirements thereof. Nothing in this Agreement is to be construed or interpreted to
provide greater rights, participation, coverage, or benefits under such benefit plans or
programs than are provided to similarly situated employees pursuant to the terms and
conditions of such benefit plans and programs.
(b) WORKING FACILITIES. During the term of this Agreement, the Company shall provide, at
its expense, office space, furniture, equipment, supplies and personnel as shall be
adequate for the Executives use in performing Executives duties and responsibilities
under this Agreement.
(c) CLUB. Company shall reimburse Executive for all general club dues and business related
expenses incurred at the clubs set forth in EXHIBIT A.
(d) PROFESSIONAL DUES. The Company shall pay for all professional dues, seminars,
continuing education and related activities in the furtherance of the Executives duties
(e) VACATION. Executive shall be entitled to the vacation as set out in EXHIBIT A.
(f) GENERAL. The other benefits set out in EXHIBIT A.
(g) LIMITATIONS. Company shall not by reason of this Article 1.5 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any incentive
compensation or employee benefit program or plan, so long as such actions are similarly
applicable to similarly situated covered employees.
2.1 TERMINATION. Notwithstanding anything herein to the contrary, this Agreement and the
Executives employment hereunder may be terminated without any breach of this Agreement at any time
during the term hereof by reason of and in accordance with the following provisions:
(a) DEATH. If the Executive dies during the term of this Agreement and while in the employ
of the Company, this Agreement shall automatically terminate as of the date of the
Executives death, and the Company shall have no further liability hereunder to the
Executive or Executives estate, except to the extent set forth in Section 2.2(a) hereof.
(b) DISABILITY. If, during the term of this Agreement, the Executive shall be prevented
from performing the Executives duties hereunder, for a period of not less than sixty (60)
days or an aggregate of ninety (90) days during any period of twelve (12) consecutive
calendar months, by reason of becoming disabled as hereinafter defined, the Company may
terminate this Agreement immediately upon written notice to the Executive without any
further liability hereunder to the Executive, except as set forth in Section 2.2(b) hereof.
For purposes of this Agreement, the Executive shall be deemed Disabled when the Board of
Directors of the Company, upon the written report of a qualified physician designated by
the Board of Directors of the Company, shall have determined that the Executive has become
mentally, physically and/or emotionally incapable of performing Executives duties and
services under this Agreement.
(c) TERMINATION BY THE COMPANY FOR CAUSE. Prior to the expiration of the term of this
Agreement, the Company may discharge the Executive for cause and terminate this Agreement
immediately upon written notice to the Executive without any further liability hereunder to
the Executive, except to the extent set forth in Section 2.1(c) hereof. For purposes of
this Agreement, a discharge for cause shall mean termination of the Executive upon
written notice to the Executive limited, however, to one or more of the following reasons: