SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Second Amended and Restated Employment Agreement (“ Agreement ”) is entered into effective as of December 31,
2008 (the “ Effective Date ”), by and between Endeavour International Corporation, a Nevada corporation (the “ Company ”),
and William L. Transier (“ Employee ”).
WHEREAS, the Employee and the Company were parties to an employment agreement dated February 26, 2004 (the “
Original Agreement ”), which was amended on October 9, 2006 (the “ Amendment ”), and which was amended and restated
effective as of May 29, 2008 (the “ First Amended and Restated Agreement ”); and
WHEREAS, the Company and Employee desire to amend and restate further the First Amended and Restated Agreement
to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”);
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained
herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as
1. Effect of Agreement . Effective as of the Effective Date, this Agreement supersedes and replaces any pre-existing
employment agreements between the Company and the Employee, including the Original Agreement, the Amendment, and the
First Amended and Restated Agreement, except as is otherwise referenced herein.
2. Employment . The Company hereby employs Employee, and Employee will hereby continue his employment by the
Company, on the terms and conditions set forth in this Agreement.
3. Term of Employment . Subject to the provisions for earlier termination provided in this Agreement, the term of this
Agreement (the “ Term ”) shall terminate on May 31, 2011.
4. Employee’s Duties . During the Term, Employee shall serve as Chairman, Chief Executive Officer and President, with
such duties and responsibilities as may from time to time be assigned to him by the board of directors of the Company (the “
Board ”), p