THE MERIDIAN RESOURCE & EXPLORATION LLC CHANGE IN CONTROL SEVERANCE PLAN (As Adopted Effective December 15, 2008)

EXHIBIT 10.1

THE MERIDIAN RESOURCE & EXPLORATION LLC
CHANGE IN CONTROL SEVERANCE PLAN
(As Adopted Effective December 15, 2008)

THE MERIDIAN RESOURCE & EXPLORATION LLC
CHANGE IN CONTROL SEVERANCE PLAN
(As Adopted Effective December 15, 2008)

      WHEREAS, The Meridian Resource & Exploration LLC, a limited liability company organized and existing under the laws of the State of Delaware (“ TMRX ”), recognizes that one of its most valuable assets is its employees and consultants;

      WHEREAS , TMRX would like to provide severance benefits in the event that the employment or affiliation relationship of certain service providers is involuntarily terminated in conjunction with a change in control; and

      WHEREAS , TMRX desires to establish The Meridian Resource Change in Control Severance Plan (the “Plan” );

      NOW, THEREFORE , TMRX adopts this Agreement effective December 15, 2008.

TABLE OF CONTENTS

THE MERIDIAN RESOURCE & EXPLORATION LLC
CHANGE IN CONTROL SEVERANCE PLAN

ARTICLE I
ESTABLISHMENT AND OBJECTIVE

      1.1 Establishment. The Meridian Resource & Exploration LLC, a Delaware limited liability company, hereby establishes a plan for certain employees and consultants to be known as the “The Meridian Resource Change in Control Severance Plan” (the “ Plan ”).

      1.2 Objective. The Plan is designed to attract and retain certain designated employees and consultants of the Company and the Affiliates (defined below) and to reward such employees and consultants of the Company by providing replacement income and certain benefits in conjunction with a Change in Control (defined below).

ARTICLE II
DEFINITIONS

      2.1 Capitalized Terms. Whenever used in the Plan, the following capitalized terms in this Section 2.1 shall have the meanings set forth below:

      “Affiliate” means any entity which is a member of (i) the same controlled group of corporations within the meaning of section 414(b) of the Code with TMRC or TMRX, (ii) a trade or business (whether or not incorporated) which is under common control (within the meaning of section 414(c) of the Code) with TMRC or TMRX or (iii) an affiliated service group (within the meaning of section 414(m) of the Code) with TMRC or TMRX.

      “Annual Incentive Plan” means The Meridian Resource & Exploration LLC Annual Incentive Compensation Plan, as amended from time to time.

      “Applicable Factor” means the applicable factor specified in the Participant’s Notice of Participation not in excess of 1.5; 1.0; and .6 for a Level One Participant; a Level Two Participant; and a Level Three Participant, respectively.

      “Applicable Period” the number of months specified in the Participant’s Notice of Participation not in excess of 18; 12; and 6 for a Level One Participant; a Level Two Participant; and a Level Three Participant, respectively.

      “Assets” means assets of any kind owned by TMRC or TMRX including but not limited to securities of TMRX’s parent or direct and indirect subsidiaries and Affiliates.

      “Base Compensation” means a Participant’s base salary or wages from the Company (as defined in section 3401(a) of the Code for purposes of federal income tax withholding) or net earnings from self employment from the Company (as defined in section 1402(a) of the Code) from the Company, modified by including any portion thereof that such Participant could have received in cash in lieu of any elective deferrals made by the Participant pursuant to a nonqualified deferred compensation arrangement or

pursuant to a qualified cash or deferred arrangement described in section 401(k) of the Code and any elective contributions under a cafeteria plan described in section 125 of the Code, and modified further by excluding any bonus, incentive compensation (including but not limited to equity-based compensation), commissions, expense reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation (other than elective deferrals by the Participant under a qualified cash or deferred arrangement described in section 401(k) of the Code or a nonqualified deferred compensation arrangement that are expressly included in “ Base Compensation ” under the foregoing provisions of this definition), welfare benefits as defined in ERISA, overtime pay, special performance compensation amounts and severance compensation.

      “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to those terms in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

      “Board” means the Board of Directors of TMRX or other governing body of TMRX.

      “Cause” means (i) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant by the Board (or by a delegate appointed by the Board), which demand specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant’s duties, or (ii) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or any of its Affiliates, monetarily or otherwise. For purposes of Sections (i) and (ii) of this definition, (A) no act, or failure to act, on the Participant’s part shall be deemed “willful” if done, or omitted to be done, by the Participant in good faith and with reasonable belief that the act, or failure to act, was in the best interest of the Company and (B) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

      “Change in Control” means the occurrence of any of the following events:

     (a) the consummation of a Merger of TMRC or an Affiliate of TMRC with another Entity, unless the individuals and Entities who were the Beneficial Owners of the Voting Securities of TMRC outstanding immediately prior to such Merger own, directly or indirectly, more than 70 percent of the combined voting power of the Voting Securities of any of TMRC, the surviving Entity or the parent of the surviving Entity outstanding immediately after such Merger;

     (b) any Person, other than a Specified Owner, becomes a Beneficial Owner, directly or indirectly, of securities of TMRC representing 30 percent or more of the combined voting power of TMRC’s then outstanding Voting Securities;

     (c) a sale, transfer, lease or other disposition of all or substantially all of TMRC or TMRX’s Assets is consummated (an “ Asset Sale ”), unless :

     (1) the individuals and Entities who were the Beneficial Owners of the Voting Securities of TMRC or TMRX immediately prior to such Asset Sale own, directly or indirectly, more than 70 percent of the combined voting power of the Voting Securities of the Entity that acquires such Assets in such Asset Sale or its parent immediately after such Asset Sale in substantially the same proportions as their ownership of TMRC or TMRX’s Voting Securities immediately prior to such Asset Sale; or

     (2) the individuals who comprise the Board immediately prior to such Asset Sale constitute a majority of the board of directors or other governing body of either the Entity that acquired such Assets in such Asset Sale or its parent (or a majority plus one member where such board or other governing body is comprised of an odd number of directors); or

     (d) the individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board of Directors of TMRC;

     (e) The stockholders of TMRC or TMRX approve a plan of complete liquidation or dissolution of TMRC or TMRX.

      “Code” means the Internal Revenue Code of 1986, as amended, or any successor act.

      “Committee” means, prior to a Change in Control, Joseph Reeves and Michael Mayell. After a Change in Control, “ Committee ” means such individuals as may be appointed by Joseph Reeves and Michael Mayell; provided , however, that the maximum number of individuals constituting the Committee after a Change in Control shall not exceed six (6).

      “Company” means TMRX or an Affiliate that adopts the Plan pursuant to the provisions of Article X.

      “Disability” means the Participant’s incapacity due to physical or mental illness that has caused the Participant to be absent from full-time performance of his duties with the Company for a period of six (6) consecutive months.

      “Effective Date” means December 15, 2008, the date as of which the Plan is adopted.

      “Eligible Individual” means an employee of a Company who is not the Chief Executive Officer or President and Chief Operating Officer of TMRC or TMRX or a director of TMRC. “ Eligible Individual ” also means a consultant of the Company or an Affiliate who is not a director of TMRC.

      “Entity” means any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization or other business entity.

      “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor act.

      “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor act.

      “Expiration Date” shall have the meaning specified in the definition of the “ Term of the Plan ”.

      “Good Reason ” for termination by the Participant of his employment or affiliation means the occurrence (without the Participant’s express written consent) after any Change in Control, of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (a) below, such act or failure to act is corrected prior to the effective date of the Participant’s termination for Good Reason:

     (a) the assignment to the Participant of any duties or responsibilities which are substantially diminished as compared to the Participant’s duties and responsibilities immediately prior to a Change in Control or a material change in the Participant’s reporting responsibilities, titles or offices as an employee or consultant and as in effect immediately prior to the Change in Control.

     (b) a reduction by the Company in the sum of the amount of the Participant’s annual Base Compensation and the amount of the Participant’s target bonus opportunity under the Annual Incentive Plan as in effect immediately prior to a Change in Control;

     (c) the relocation of the Participant’s principal place of employment or work location to a location outside of a 30-mile radius from the Participant’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Participant to be based anywhere other than such principal place of employment or work location (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Participant’s business travel obligations immediately prior to a Change in Control;

     (d) a material reduction in the employee benefits provided to the Participant immediately prior to the Change in Control; or

     (e) any purported termination of the Participant’s employment or affiliation which is not effected pursuant to a notice of termination satisfying the requirements of Section 6.1 hereof.

     The Participant’s right to terminate his employment or affiliation for Good Reason shall not be affected by the Participant’s incapacity due to physical or mental illness. The Participant’s continued employment or affiliation shall not constitute consent

to, or a waiver of any rights with respect to, any act or failure to act constituting Good Reason hereunder.

     For purposes of any determination regarding the existence of Good Reason, any claim by the Participant that Good Reason exists shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that Good Reason does not exist. The Committee’s determination regarding the existence of Good Reason shall be conclusive and binding upon all parties unless the Committee’s determination is arbitrary and capricious.

      “Highest Base Compensation” means the Participant’s annualized Base Compensation in effect immediately prior to (1) a Change in Control, (2) the first event or circumstance constituting Good Reason, or (3) the Participant’s Termination of Employment or Affiliation Relationship, whichever is greatest.

      “Incumbent Director” means —

     (a) a member of the Board of Directors of TMRC on the Effective Date; or

     (b) an individual-

     (1) who becomes a member of the Board of Directors of TMRC after the Effective Date;

     (2) whose appointment or election by the Board of Directors of TMRC or nomination for election by TMRC’s stockholders is approved or recommended by a vote of at least two-thirds of the then serving Incumbent Directors (as defined herein); and

     (3) whose initial assumption of service on the Board of Directors of TMRC is not in connection with an actual or threatened election contest.

      “Level One Participant” means an Eligible Individual who is classified by the Committee as a Level One Participant.

      “Level Two Participant” means an Eligible Individual who is classified by the Committee as a Level Two Participant.

      “Level Three Participant” means an Eligible Individual who is classified by the Committee as a Level Three Participant.

      “Merger” means a merger, consolidation or similar transaction.

      “Notice of Participation” has the meaning specified in Section 2.02.

      “Participant” means an individual who is eligible to participate in the Plan under the provisions of Article III.

      “Person” shall have the meaning ascribed to the term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof, except that the term shall not include (a) TMRC, TMRX, the Company or any of their Affiliates, (b) a trustee or other fiduciary holding TMRC or TMRX securities under an employee benefit plan of the Company or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of those securities