Exhibit 10.1
FIRST AMENDMENT TO
OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN
WHEREAS, OCEAN ENERGY, INC., a Texas corporation (the "Company") and
certain designated participating employers have heretofore adopted the OCEAN
ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN (the "Plan") for the benefit of certain
eligible employees;
WHEREAS, the Company amended and restated the Plan on behalf of itself and
the participating employers effective as of January 1, 2000; and
WHEREAS, the Employer desires to further amend the Plan on behalf of itself
and the participating employers;
NOW, THEREFORE, the Plan shall be amended as follows, effective as of
December 31, 2000:
1. Section 1.1(1) of the Plan shall be deleted and the following shall be
substituted therefor:
"(1) Account: A memorandum bookkeeping account established on the
records of the Employer for a Participant which is credited with
amounts determined pursuant to Article III of the Plan. Each
Participant shall have four Accounts, a Bonus Deferral Account, a
Compensation Deferral Account, an ESOP Account and a Thrift
Account. As of any determination date, a Participant's benefit
under this Plan shall be equal to the amount credited to his
Accounts as of such date."
2. The following new Section 1.1(13A) shall be added to Article I of the
Plan:
"(14)Employer Discretionary Contributions: Contributions made to the
Thrift Plan by the Employer on a Participant's behalf pursuant to
Section 3.3 of the Thrift Plan."
3. Section 1.1(19) of the Plan shall be deleted.
4. The following new Section 1.1(22A) shall be added to Article I of the
Plan:
"(22A) Thrift Account: An account credited with amounts determined
pursuant to Sections 3.3, 3.5 (if any) and 3.6 of the Plan."
5. Section 3.3 of the Plan shall be deleted and the following shall be
substituted therefor:
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"3.3 Amount of Supplemental Thrift Benefit. (a) As of the last day of
each month of each Plan Year, the Thrift Account of any
Participant who makes the maximum allowable contribution under
the Thrift Plan but, as a result of the Limitations, such
contribution is less than the percentage of Compensation such
Participant actually elected under such Plan shall be credited
with an amount equal to the excess, if any, of (a) over (b)
where:
(1) equals the Employer Matching Contributions to which such
Participant would have been entitled under the Thrift Plan
based upon the percentage of Compensation such Participant
actually elected to defer under such Plan for such month
assuming none of the Limitations were imposed; and
(2) equals the Employer Matching Contributions that were made on
behalf of such Participant under the Thrift Plan for such
month.
(b) As of the last day of each Plan Year, a Participant's Thrift
Account shall be credited with an amount equal to the excess, if
any, of (a) over (b) where:
(1) equals the amount of Employer Discretionary Contributions
that would have been allocated to such Participant's
Employer Discretionary Contribution Account under the Thrift
Plan assuming none of the Limitations were imposed; and
(2) equals the amount of Employer Discretionary Contributions
that were actually allocated to such Participant's Employer
Discretionary Contribution Account under the Thrift Plan."
6. For purposes of Article IV of the Plan, references to a Participant's
"Employer Contribution Account" shall be deemed to be references to a
Participant's "Employer Contribution Accounts."
7. Section 6.5 of the Plan shall be deleted and the following shall be
substituted therefor:
"6.5 Rights to Employer's Assets. No Participant shall have any right
to, or interest in, any assets of the Employer upon termination
of employment or otherwise, except as provided from time to time
under this Plan, and then only to the extent of the benefits
payable under the Plan to such Participant. This Plan is
unfunded, and all payments of benefits as provided for in this
Plan shall be made solely out of the general assets of the
Employer on a current disbursements basis. The preceding sentence
to the contrary notwithstanding, the Employer may fund all or
part of its obligations hereunder by transferring assets to a
trust if the provisions of the trust agreement creating such
trust require the use of such trust's assets to satisfy
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claims of the Employer's general unsecured creditors in the event
of the Employer's insolvency or bankruptcy and provide that no
Employee shall at any time have a prior claim to such assets and
that such trust shall not cause the Plan to be other than
"unfunded" for the purposes of ERISA. The assets of such trust
shall not be deemed to be assets of this Plan."
8. As amended hereby, the Plan is specifically ratified and reaffirmed.
EXECUTED this ________ day of September, 2000.
OCEAN ENERGY, INC.
By: ______________________________
Houston:305433 v 5
