Exhibit 10.49
CONTANGO OIL AND GAS COMPANY
ANNUAL INCENTIVE PLAN
CONTANGO OIL AND GAS COMPANY
ANNUAL INCENTIVE PLAN
The purpose of the Contango Oil and Gas Company Annual Incentive Plan (the “Plan”) is to enhance the ability of
Contango Oil and Gas Company to attract, reward and retain senior executive employees, to strengthen employee commitment
to Contango Oil and Gas Company’s success and to align employee interests with those of Contango Oil and Gas Company’s
stockholders by providing variable compensation, based on the achievement of performance objectives. To this end, the Plan
provides a means of annually rewarding participants based on the performance of Contango Oil and Gas Company and its
business units and, where appropriate, on a participant’s personal performance. The Plan is intended to meet the requirements
for a “qualified performance-based compensation” under section 162(m) of the Internal Revenue Code of 1986, as amended.
(a) “Award” shall mean an incentive award earned by a Participant under the Plan for any Performance Period.
(b) “Base Salary” shall mean the Participant’s annual base salary rate in effect at the beginning of a Performance Period.
Base Salary does not include Awards under this Plan or any other short-term or long-term incentive plan, imputed income from
programs such as group-term life insurance, or non-recurring earnings such as moving expenses. Base Salary is based on
annual salary before reductions for deferrals under Company-sponsored deferred compensation plans, contributions under
Code section 401(k) and contributions to flexible spending accounts under Code section 125.
(c) “Board” shall mean the Company’s Board of Directors.
(d) “Change of Control” shall be deemed to have occurred upon the first to occur of any of the following events:
(i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act) other than Mr. Kenneth R.
Peak becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),