THIS CONSULTING
AGREEMENT (this “ Agreement ”) by and between
The Meridian Resource Corporation, a Texas corporation (referred to
herein as the “ Company ”) and Michael J. Mayell
(the “ Consultant ”), dated effective as of the
beginning of the day on 30 th day of December, 2008.
WHEREAS, the
Company desires to retain the consulting services of the
Consultant; and
WHEREAS, the
Consultant and the Company desire to set forth the terms and
conditions of the Consultant’s consulting arrangement with
the Company;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained
herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Consulting Period . The Company and the Consultant hereby
agree that the Consultant shall provide consulting services to the
Company for the period commencing on December 30, 2008 and
ending on April 30, 2009 (the “ Consulting Period
”).
2. Terms
of Consulting Arrangement .
(a)
Duties . During the Consulting Period, the Consultant shall
be make himself available to consult with the Company from time to
time as reasonably requested by the Company. The parties intend
that following December 29, 2008, the Consultant’s level
of services rendered to the Company shall permanently decrease to a
level that is no more than 20 percent of the average level of
services performed by the Consultant over the 36-month period
immediately preceding December 30, 2008. The Company agrees
that the amount and the scheduling of the services provided by the
Consultant under this Agreement shall be such that the services do
not interfere with the Consultant’s schedule or his
obligations to any subsequent employer.
(b) Services.
The Consultant’s services may include, but are not limited
to: (a) advising the Company regarding the Company’s
operations; (b) advising and assisting the board of Directors
with respect to the Company’s planning processes, including
preparing the annual budgets; (c) acting as liaison when
requested between the Company and those persons, entities and
agencies having a direct working relationship with the Company;
(d) advising the Company with respect to national, state and
community issues which impact, affect or influence, or which may
impact, affect or influence the Company and its various programs;
(e) coordinating and designing programs to enhance the image
and operations of the Company; (f) the coordination and
implementation of internal controls and advising the Company
regarding the establishment and design of such controls;
(g) the preparation and submission to the Board of Directors
of such reports and data on Company operations as the Consultant
deems appropriate; (h) advising the Board of Directors
regarding the performance of various administrative functions on
behalf of the Board of Directors; (i) advising the Board of
Directors regarding the hiring, managing, training, promoting and
evaluating of Company personnel and consultants; (j) training
and orientation of new Directors; and (k) such other functions
as are normally performed by independent Consultants that provide
services to similar companies. The Consultant shall provide the
services contemplated by this Agreement to the Company to the best
of his ability in a prompt, diligent and competent manner at such
times as are mutually convenient for the Company and the Consultant
and shall devote such time to the
1
performance of
such services as shall be mutually agreed to by the Company and the
Consultant from time to time.
(c)
Location. The parties agree that the Consultant’s
services shall be performed at Consultant’s current location
or only at any other main office or location of Company within
thirty (30) miles from such location.
(i)
Consulting Fees . During the Consulting Period, the
Consultant shall receive monthly remuneration of FIFTY THOUSAND AND
NO/100 DOLLARS ($50,000.00), which shall be payable in equal
semi-monthly installments.
(ii)
Expenses . During the Consulting Period, the Consultant
shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Consultant in accordance with
the policies, practices and procedures of the Company.
(iii)
Office and Support Staff . During the Consulting Period, the
Consultant shall be entitled to an office or offices
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