8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2017

Energy XXI Gulf Coast, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-38019	20-4278595
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1021 Main, Suite 2626
Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 351-3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On August 24, 2017, the Board of Directors (the “Board”) of Energy XXI Gulf Coast, Inc. (“EGC” or the “Company”) appointed Tiffany J. Thom to serve as the Company’s Chief Financial Officer. In light of Ms. Thom’s appointment, Hugh Menown has resigned as Executive Vice President, Chief Accounting Officer and interim Chief Financial Officer of the Company to pursue other interests. Mr. Menown has agreed to serve as an advisor to the Company for up to six months following his separation from the Company.

Item 1.01 Entry into a Material Definitive Agreement.

Menown Consulting Agreement. The description of Mr. Menown’s consulting agreement provided under the heading “Menown Consulting Agreement” in Item 5.02 is incorporated by reference into this Item 1.01.

Menown Separation Agreement. The description of Mr. Menown’s Release and Waiver of Claims Agreement provided under the heading “Menown Separation Agreement” in Item 5.02 is incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Tiffany J. Thom as CFO. The Board has appointed Tiffany J. (“T.J.”) Thom to serve as Chief Financial Officer of the Company, effective August 28, 2017. Ms. Thom has also been appointed to serve as the Company’s Chief Compliance Officer under the Company’s corporate governance policies, effective as of the same date. Mr. Menown had previously served in that role as well.

Ms. Thom, age 45, has more than 20 years of financial and operational experience in the energy industry, primarily offshore Gulf of Mexico operations. Most recently, Ms. Thom served as the Chief Financial Officer of KLR Energy Acquisition Corp. from January 2015 until April 2017, when it was combined with Tema Oil and Gas Company to form Rosehill Resources Inc. Between December 2014 and September 2015, Ms. Thom evaluated various investment and employment opportunities. Ms. Thom was a consultant for the Company’s predecessor, Energy XXI Ltd, from July 2014 to December 2014, following its acquisition of EPL Oil & Gas, Inc. (“EPL”) in June 2104. Ms. Thom served in positions of increasing responsibility for EPL from October 2000 until the acquisition. Ms. Thom served as Principal Financial Officer of EPL from July 2009, as Senior Vice President of Business Development from September 2009, as Chief Financial Officer from June 2010 and as Executive Vice President from January 2014, to June 2014. From 1992 to 2000, Ms. Thom served as Senior Reservoir Engineer for Exxon Production Company and ExxonMobil Company with operational roles, including reservoir engineering and subsurface completion engineering for numerous offshore Gulf of Mexico properties. Ms. Thom has served as a director of Patterson-UTI Energy Inc. since August 2014. Ms. Thom also served as a director of Yates Petroleum Corporation (“Yates”), a privately owned, independent oil and gas exploration and production company, from October 2015 to October 2016. During her tenure as a Yates director, Douglas E. Brooks, the Company’s Chief Executive Officer and President, served as chief executive officer of Yates. Ms. Thom holds a B.S. in Engineering from the University of Illinois and a Masters of Business Administration in Management with a concentration in Finance from Tulane University.

CFO Employment Agreement. On August 24, 2017, the Company entered into an employment agreement with Ms. Thom (the “CFO Employment Agreement”) in connection with her appointment by the Board as Chief Financial Officer of the Company. As part of its strategic planning, the Company is continuing to evaluate strategic alternatives, with the assistance of Morgan Stanley & Co. LLC, as was first announced in March of this year. Accordingly, the CFO Employment Agreement was structured to take that strategic review into account.

The CFO Employment Agreement has a six-month term, commencing August 28, 2017, subject to earlier termination by either party upon 30 days’ advance written notice (the “Employment Term”). That agreement provides for a monthly salary of $60,000, prorated for any partial month of service during the Employment Term. Furthermore, upon the occurrence of a “Qualifying Corporate Change” during her term as an employee of the Company, Ms. Thom would receive a lump sum cash bonus equal to $250,000. However, Ms. Thom will not be entitled to participate in any annual incentive or award program, any severance plan (including, without limitation, the Severance Plan, as defined below) or otherwise receive any severance benefits or participate in any employee equity compensation program (including, without limitation, the 2016 LTIP, as defined below).

For purposes of the CFO Employment Agreement, “Corporate Change” means the consummation of a business combination (including, without limitation, by merger, consolidation, share exchange, tender offer, exchange offer, sale of all or substantially all of the assets of one of the parties, or other similar transaction) between the Company (or one of its subsidiaries) and an unaffiliated third party entity in which all outstanding shares of common stock of the Company are exchanged for or converted into cash or securities of such third party entity (or an affiliate thereof), in each case regardless of whether that business combination constitutes a “Change of Control” under the Energy XXI Gulf Coast, Inc. 2016 Long Term Incentive Plan, as amended (the “2016 LTIP”).

For the purposes of the CFO Employment Agreement, “Qualifying Corporate Change” means a Corporate Change that satisfies one of the following two conditions: 1) Executive has remained continuously employed by the Company through the consummation of such Corporate Change; or 2) if (A) the Company exercises its option to terminate the CFO Employment Agreement by giving notice pursuant to the CFO Employment Agreement, (B) the Company publicly announces that it has entered into a written definitive acquisition agreement to consummate a Corporate Change within 90 days after the date of such termination and (C) such Corporate Change is actually consummated substantially on the terms set forth in such definitive acquisition agreement on or prior to the one-year anniversary of such termination date.

This summary is qualified in its entirety by reference to the full text of the CFO Employment Agreement, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Departure of Hugh Menown. On August 24, 2017, Hugh Menown resigned as Executive Vice President, Chief Accounting Officer and interim Chief Financial Officer of the Company, effective as of August 24, 2017. In connection with his separation from the Company, Mr. Menown is entitled to receive the following severance benefits under the Energy XXI Gulf Coast, Inc. Employee Severance Plan (as amended and restated on February 27, 2017 and as may be further amended in accordance therewith, the “Severance Plan”), subject to his entry into a waiver and release of claims agreement (the “Menown Separation Agreement”): (i) a lump-sum cash severance payment in the amount of $580,000, and (ii) to the extent Mr. Menown elects COBRA continuation coverage, medical and dental benefits for him and his spouse for a period of 12 months after termination, subject to the payment of the same monthly premium he was paying at termination, in each case, less any applicable taxes and withholding. The Menown Separation Agreement provides that Mr. Menown will have a period of seven days after signing that agreement to revoke the Menown Separation Agreement. Under the Severance Plan, the $580,000 cash severance payment is payable within 15 days after the Menown Separation Agreement is no longer revocable by Mr. Menown. The severance payment and COBRA benefits described above are subject to Mr. Menown’s continued compliance with certain confidentiality, non-competition and non-solicitation provisions of the Severance Plan.

This summary is qualified in its entirety by reference to the full text of the Menown Separation Agreement, which is attached hereto as Exhibit 99.3 and incorporated by reference herein.

Menown Consulting Agreement. On August 24, 2017, the Company entered into a consulting agreement (the “Menown Consulting Agreement”) with Mr. Menown, pursuant to which Mr. Menown has agreed to serve as a special advisor to the Company during a transition period of up to six months. In consideration for those services, the Company has agreed to pay Mr. Menown a consulting fee equal to $28,333.33 per month (prorated for partial months), payable monthly in arrears. The Menown Consulting Agreement may be terminated by the Company upon 30 days’ notice, by mutual agreement, upon Mr. Menown’s death or by either party upon a material breach of the Menown Consulting Agreement or the Menown Separation Agreement.

This summary is qualified in its entirety by reference to the full text of the Menown Consulting Agreement, which is attached hereto as Exhibit 99.4 and incorporated by reference herein.

Item 8.01 Other Events.

On August 24, 2017, the Company issued a press release disclosing the executive transition described above. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Form 8-K.

Exhibit   Number	Description
99.1*	Press Release issued by Energy XXI Gulf Coast, Inc. dated August 24, 2017
99.2*†	Employment Agreement, dated August 24, 2017, by and between Energy XXI Gulf Coast, Inc. and Tiffany J. Thom
99.3*†	Waiver and Release of Claims Agreement, dated August 24, 2017, executed by Hugh Menown
99.4*†	Consulting Agreement, dated August 24, 2017, by and between Energy XXI Gulf Coast, Inc. and Hugh Menown

† Indicates Management Compensatory Plan, Contract or Arrangement.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Energy XXI Gulf Coast, Inc.
	By:	/s/ Douglas E. Brooks
		Douglas E. Brooks
		Chief Executive Officer and President
August 24, 2017

EXHIBIT INDEX

Exhibit Number	Description
99.1*	Press Release issued by Energy XXI Gulf Coast, Inc. dated August 24, 2017
99.2*†	Employment Agreement, dated August 24, 2017, by and between Energy XXI Gulf Coast, Inc. and Tiffany J. Thom
99.3*†	Waiver and Release of Claims Agreement, dated August 24, 2017, executed by Hugh Menown
99.4*†	Consulting Agreement, dated August 24, 2017, by and between Energy XXI Gulf Coast, Inc. and Hugh Menown

† Indicates Management Compensatory Plan, Contract or Arrangement.

* Filed herewith.

EX-99.1

Exhibit 99.1

Energy XXI Gulf Coast Appoints T.J. Thom as Chief Financial Officer

HOUSTON, August 24, 2017 (GLOBE NEWSWIRE) — Energy XXI Gulf Coast, Inc. (“EGC” or the “Company”) (NASDAQ:EXXI) today announced that it has appointed Tiffany J. (“T.J.”) Thom as Chief Financial Officer of the Company effective August 28, 2017. In light of Ms. Thom’s appointment, Hugh Menown has resigned as Executive Vice President, Chief Accounting Officer and Interim Chief Financial Officer to pursue other interests. Mr. Menown has agreed to serve as an advisor to the Company during a transition period.

Ms. Thom has more than 20 years of financial and operational experience in the energy industry, primarily offshore Gulf of Mexico operations. Most recently, Ms. Thom served as the Chief Financial Officer of KLR Energy Acquisition Corp. from January 2015 until April 2017, when it was combined with Tema Oil and Gas Company to form Rosehill Resources Inc. Ms. Thom served in positions of increasing responsibility for EPL Oil & Gas, Inc. (“EPL”) from October 2000 until its June 2014 acquisition by the Company’s predecessor, Energy XXI Ltd. Ms. Thom held the most senior financial position at EPL from July 2009 until the acquisition, serving as Executive Vice President and Chief Financial Officer when EPL was acquired. From 1992 to 2000, Ms. Thom served as Senior Reservoir Engineer for Exxon Production Company and ExxonMobil Company with operational roles, including reservoir engineering and subsurface completion engineering for numerous offshore Gulf of Mexico properties.

Ms. Thom has served as a director of Patterson-UTI Energy Inc. since August 2014. From October 2015 to October 2016, Ms. Thom served as a director of Yates Petroleum Corporation (“Yates”), a privately owned, independent oil and gas exploration and production company. During her tenure as a Yates director, Douglas E. Brooks, EGC’s Chief Executive Officer and President, previously served as Yates Chief Executive Officer. Ms. Thom holds a B.S. in Engineering from the University of Illinois and a Masters of Business Administration in Management with a concentration in Finance from Tulane University.

Douglas E. Brooks, EGC’s Chief Executive Officer and President, commented, “On behalf of our Board of Directors and the senior management team, we are extremely pleased to welcome T.J. as our Chief Financial Officer. Her experience and proven leadership, as well as her familiarity with a significant portion of our asset base, will serve our Company and its stockholders well. Having worked with T.J. before when she served on the Yates Board of Directors, I have seen her talents, her breadth of knowledge about the oil and gas industry, and her commitment to strong corporate governance and controls.”

Mr. Brooks continued, “I would also like to thank Hugh for his valuable service to the Company during his tenure here. For over 11 years, he has worked tirelessly in a number of key financial leadership roles and, most recently, was instrumental in facilitating the Company’s emergence from restructuring. On behalf of all of us at EGC, we wish him well in his future endeavors.”

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including those relating to the intent, beliefs, plans, or expectations of EGC are based upon current expectations and are subject to a number of risks, uncertainties, and assumptions. It is not possible to predict or identify all such factors and the following list should not be considered a complete statement of all potential risks and uncertainties relating to emergence from Chapter 11 or a change in EGC’s senior management team, including, but not limited to: (i) the effects of the departure of EGC’s senior leaders on the Company’s employees, suppliers, regulators and business counterparties and (ii) other risks and uncertainties. These risks and uncertainties could cause actual results, including project plans and related expenditures and resource recoveries, to differ materially from those described in the forward-looking statements. For a more detailed discussion of risk factors, please see Part I, Item 1A, “Risk Factors” of the Transition Report on Form 10-K for the transition period ended December 31, 2016 filed by EGC for more information. EGC will file reports and other information with the SEC going forward. EGC assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.

About the Company

Energy XXI Gulf Coast, Inc. is an independent oil and natural gas development and production company whose assets are primarily located in the U.S. Gulf of Mexico waters offshore Louisiana and Texas. The Company’s near-term strategy emphasizes exploitation of key assets, enhanced by its focus on financial discipline and operational excellence. To learn more, visit EGC’s website at www.energyxxi.com.

Investor Relations Contact:

Al Petrie

Investor Relations Coordinator

apetrie@energyxxi.com

713-351-3171

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EX-99.2

Exhibit 99.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into this 24th day of August, 2017 by and between Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and Tiffany J. Thom (“Executive”).

WHEREAS, the Company has determined that it is in the best interests of the Company and its stockholders to enter into an employment agreement with Executive for Executive to serve as the Company’s Chief Financial Officer, and Executive is willing to serve as Chief Financial Officer of the Company, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by Executive and the Company as follows:

1.           Employment.

(a)          Term. Executive’s employment under this Agreement shall commence on August 28, 2017 (the “Commencement Date”) and shall continue until the date that is six months after the Commencement Date, unless Executive’s employment and this Agreement are terminated earlier by either party upon 30 days advance written notice pursuant to the procedures set forth in Section 8 hereof (the “Employment Term”). Upon termination of Executive’s employment, Executive (or her estate, heirs or beneficiaries, as applicable) shall be entitled to (i) payment of any earned, but unpaid Salary, (ii) payment of any accrued but unused vacation or paid time off, and (iii) any employee benefits to which Executive is entitled upon termination of employment in accordance with the terms of the applicable plans and programs of the Company in which she is then a participant.

(b)          Duties. During the Employment Term, Executive shall serve as Chief Financial Officer of the Company and shall report to the Chief Executive Officer of the Company (the “CEO”). Executive agrees that she shall perform her duties faithfully and efficiently and to the best of her abilities, subject to the directions of the CEO. During the Employment Term, the Company shall provide Executive with an office and administrative support at the Company’s headquarters commensurate with Executive’s position. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for the Company. The foregoing notwithstanding, the parties recognize and agree that Executive may (x) continue to serve on the board of directors of Patterson-UTI Energy Inc. and (y) engage in personal investments and other corporate, civic and charitable activities that do not conflict with the business and affairs of the Company or interfere with Executive’s performance of her duties hereunder. Executive agrees that she shall not become a director of any for profit entity (or accept an invitation to be considered as a candidate for such a position) without first receiving the approval of the Nomination and Governance Committee of the Board.

(c)          Duty of Loyalty. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity, and allegiance to use her reasonable best efforts to act at all times in the best interests of the Company. In keeping with these duties, Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.

2.           Compensation.

(a)          Base Salary. During the Employment Term, the Company shall pay Executive a base salary (the “Salary”) at the gross rate of $60,000 per month, payable in accordance with the Company’s payroll practices as in effect for senior executives and prorated for any partial month in the Employment Term.

(b)          Qualifying Corporate Change Bonus. Upon the occurrence of a Qualifying Corporate Change, Executive is eligible to receive a one-time bonus of $250,000, paid in a lump sum simultaneously with the closing of the transactions pursuant to which such Qualifying Corporate Change is consummated, so long as Executive executes, and does not revoke within any time provided by the Company to do so, a release of all claims in customary form.

(c)          “Corporate Change” shall mean the consummation of a business combination (including, without limitation, by merger, consolidation, share exchange, tender offer, exchange offer, sale of all or substantially all of the assets of one of the parties, or other similar transaction) between the Company (or one of its subsidiaries) and an unaffiliated third party entity in which all of the outstanding shares of common stock of the Company are exchanged for or converted into cash or securities of such third party entity (or an affiliate thereof), in each case regardless of whether such business combination constitutes a “Change of Control” under the Energy XXI Gulf Coast, Inc. 2016 Long Term Incentive Plan, as amended (the “2016 LTIP”).

(d)          “Qualifying Corporate Change” shall means a Corporate Change that satisfies one of the following two conditions:

1.          Executive has remained continuously employed by the Company through the consummation of such Corporate Change; or

2.          if (A) the Company exercises its option to terminate this Agreement by giving notice pursuant to Section 1(a), (B) the Company publicly announces that it has entered into a written definitive acquisition agreement to consummate a Corporate Change within 90 days after the date of such termination and (C) such Corporate Change is actually consummated substantially on the terms set forth in such definitive acquisition agreement on or prior to the one-year anniversary of such termination date.

(e)          Benefits. Executive shall be entitled to take time off for vacation or illness in accordance with the Company’s policy for senior executives. Executive shall be eligible to participate in all employee benefit plans and programs maintained by the Company for its full-time employees; provided, however, that Executive shall not be entitled to participate in any annual incentive plan or award program, severance plan or otherwise receive any severance benefits or participate in the 2016 LTIP or any other employee equity compensation program. Nothing herein shall affect the Company’s right to alter, suspend, amend or discontinue any and all of its benefit plans, fringe benefits or policies, in whole or in part, at any time with or without notice in accordance with applicable law.

(f)          Expense Reimbursement. During the Employment Term, the Company shall reimburse Executive, in accordance with the Company’s policies and procedures, for all reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder.

3.           Federal and State Withholding. The Company shall deduct from the amounts payable to Executive pursuant to this Agreement, including without limitation, pursuant to Section 2(a) or 2(b), the amount of all required federal, state and local withholding taxes in accordance with Executive’s Form W-4 on file with the Company, and all applicable employment taxes.

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4.           Confidential Information.

(a)          General. The parties acknowledge that during the Employment Term, the Company will disclose to Executive or provide Executive with access to trade secrets or confidential information (“Confidential Information”) of the Company or its affiliates; and/or place Executive in a position to develop business goodwill on behalf of the Company or its affiliates; and/or entrust Executive with business opportunities of the Company or its affiliates. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and Confidential Information of the Company and its affiliates that have been and will in the future be disclosed or entrusted to Executive, the business goodwill of the Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by the Company and its affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and Executive agree to that Executive shall not, whether during the period of employment hereunder or thereafter, without the written consent of the Board of Directors of the Company or a person authorized thereby, disclose to any person, other than an executive of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties as an executive of the Company, any Confidential Information, including but not limited to technology, know-how, processes, maps, geological and geophysical data, other proprietary information and any information whatsoever of a confidential nature; provided, however, that Confidential Information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Executive) or any information that Executive may be required to disclose by any applicable law, order, or judicial or administrative proceeding, provided that Executive first notifies the Company to facilitate a possible protective order and thereafter discloses only the minimum amount of Confidential Information required. Within fourteen (14) days after the termination of Executive’s employment for any reason, Executive shall return to the Company all documents and other tangible items containing the Company’s information that are in Executive’s possession, custody or control. Executive agrees that all Confidential Information of the Company exclusively belongs to the Company, and that any work of authorship relating to the Company’s business, products or services, whether such work is created solely by Executive or jointly with others, and whether or not such work is Confidential Information, shall be deemed exclusively belonging to the Company.

(b)          Protected Rights. Nothing in this Agreement will prohibit or restrict Executive from responding to any inquiry, or otherwise communicating with, any federal, state or local administrative or regulatory agency or authority or participating in an investigation conducted by any governmental agency or authority. Executive cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. As a result, the Company and Executive shall have the right to disclose trade secrets in confidence to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Each of the Company and Executive also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with that right or to create liability for disclosures of trade secrets that are expressly allowed by the foregoing.

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5.           Non-Solicitation. Executive undertakes toward the Company and is obligated, during the Employment Term and for a period of 12 months thereafter, in any geographic area or market where the Company or any of its affiliates are conducting any Business or have during the previous 12 months conducted such Business, not to solicit or hire, directly or indirectly for Executive or for others, in any manner whatsoever, in the capacity of employee, executive, consultant or in any other capacity whatsoever, one or more of the employees, executives, directors or officers or other persons (hereinafter collectively referred to as “Company Executives”) who at the time of solicitation or hire, or in the one-year period prior thereto, are or were working full-time or part-time for the Company or any of its affiliates and not to endeavor, directly or indirectly, in any manner whatsoever, to encourage any of said Company Executives to leave his or her job with the Company or any of its affiliates and not to endeavor, directly or indirectly, and in any manner whatsoever, to incite or induce any client of the Company or any of its affiliates to terminate, in whole or in part, its business relations with the Company or any of its affiliates. The term “Business” shall mean the exploration, development and production of crude petroleum, natural gas and other hydrocarbons.

6.           Nondisparagement. Executive shall refrain from any criticisms or disparaging comments about the Company or its affiliates, or any of their respective directors, officers, employees, advisors or stakeholders, or in any way relating to Executive’s employment or separation from employment; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by Executive to any state or federal law enforcement agency or require notice to the Company thereof, and Executive will not be in breach of the covenant contained above solely by reason of testimony or disclosure that is compelled by applicable law or regulation or process of law. The Company shall, and shall instruct its directors and senior executive officers to, refrain from making any formal public statements containing any criticisms or disparaging comments about Executive, including, without limitation, any criticisms or disparaging comments that in any way relate to Executive’s employment or separation from employment; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information to any state or federal law enforcement agency or require notice to Executive thereof, and none of the Company or any of its affiliates will be in breach of the covenant contained above solely by reason of testimony or disclosure that is compelled by applicable law or regulation or process of law. A violation or threatened violation of these prohibitions may be enjoined by the courts. The rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law.

7.           No Conflict. Executive represents and warrants that Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing Executive from accepting employment with the Company or carrying out Executive’s responsibilities for the Company, or that is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Company or any of its affiliates or induce the Company or any of its affiliates to use any confidential or proprietary information or material belonging to any previous employer or others.

8.           Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered personally or by overnight courier to the following address of the other parties hereto (or such other address for such parties as shall be specified by notice given pursuant to this Section) or (b) sent by facsimile to the following facsimile number of the other parties hereto (or such other facsimile number for such parties as shall be specified by notice given pursuant to this Section), with the confirmatory copy delivered by overnight courier to the address of such parties pursuant to this Section 8.

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If to the Company, to:

Energy XXI Gulf Coast, Inc.
1021 Main Street, Suite 2626
Houston, TX 77002
Facsimile: (713) 351-3396
Attention: Chief Executive Officer

If to Executive, to the last address set forth on the payroll records of the Company.

9.           Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

10.         Indemnification; D&O Insurance. The Company and Executive entered into an Indemnification Agreement dated as of August 24, 2017 (the “Indemnification Agreement”). The Indemnification Agreement shall apply with full force and effect to Executive’s services as Chief Financial Officer in accordance with the terms thereof. Executive shall be covered by the Company’s directors and officers’ liability insurance for her services as Chief Financial Officer to the same extent as other executive officers of the Company.

11.         Survival. Sections 4, 5, 6, 7, 12, and 15, and such other provisions hereof as may so indicate shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Employment Term.

12.         Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.

13.         Successors and Assigns. This Agreement shall be enforceable by Executive and Executive’s heirs, executors, administrators and legal representatives, and by the Company and its successors and assigns. Executive may not assign this Agreement and any such assignment shall be null and void.

14.         Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard to principles of conflict of laws. To the extent that any party attempts to bring an action in court, Executive and the Company stipulate that personal jurisdiction over them in the state courts of Texas is proper and agree that venue shall lie solely in the courts of Harris County, Texas over any such action.

15.         Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. Any reimbursement or advancement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

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16.         Amendment and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

17.         Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

18.         Enforcement and Reformation. It is the desire and intent of the parties that the provisions of Sections 4 and 5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Section 4 or 5 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable. Such deletion shall apply only with respect to the operation of such provision of Section 4 or 5 in the particular jurisdiction in which such adjudication is made. In addition, if the scope of any restriction contained in Section 4 or 5 is too broad to permit enforcement thereof to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified in any proceeding brought to enforce such restriction.

19.         Remedies. In the event of a breach or threatened breach by Executive of the provisions of Section 4, 5 or 6, Executive acknowledges that money damages would not be sufficient remedy, and the Company shall be entitled to specific performance, injunction and such other equitable relief as may be necessary or desirable to enforce the restrictions contained herein, without providing any bond and irrespective of any requirement of necessity or other showing. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available for such breach or threatened breach or any other breach of this Agreement.

[Remainder of Page Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

/s/ Tiffany J. Thom
TIFFANY J. THOM
ENERGY XXI GULF COAST, INC.
By:	/s/ Douglas E. Brooks
	Douglas E. Brooks
	Chief Executive Officer and President

[Signature Page for Tiffany J. Thom Employment Agreement]

EX-99.3

Exhibit 99.3

WAIVER AND RELEASE OF CLAIMS AGREEMENT

Hugh Menown (“Executive”) hereby acknowledges that Energy XXI Gulf Coast, Inc. (“Employer”) is offering Executive certain payments in connection with Executive’s termination of employment pursuant to the Energy XXI Gulf Coast, Inc. Employee Severance Plan (as amended and restated on February 27, 2017, the “Severance Plan”), and Executive acknowledges that the execution, delivery and effectiveness of this Waiver and Release of Claims Agreement (this “Agreement”) are express conditions under the Severance Plan to Executive’s receipt of the Severance Benefits (as defined below).

Separation and Severance Benefits

1.          Executive’s termination of employment shall be effective on August 24, 2017 (the “Separation Date”).

2.          Executive agrees that Executive will be entitled to receive:

a.           a lump sum cash payment under the Severance Plan of $580,000 (the “Severance Payment”), which is equal to Executive’s Lump Sum Severance Amount (as defined in the Severance Plan); and

b.           the benefits contemplated under Section 4 of this Agreement,

in each case only if Executive accepts and does not revoke this Agreement, which requires Executive to release both known and unknown claims.

3.          Executive agrees that the Severance Payment tendered under this Agreement constitutes the full Lump Sum Severance Amount to which Executive is entitled under the Severance Plan and, together with the benefits contemplated under Section 4 of this Agreement, constitutes fair and adequate consideration for the execution of this Agreement. Executive further agrees that the Severance Payment shall be subject to (x) any required tax withholding, (y) repayment to Employer (in whole or in part, as applicable) in accordance with Section 2.7 of the Severance Plan and (z) those other terms and conditions to payment set forth herein and in the Severance Plan.

4.          If Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for Executive and his dependents who were covered under Company’s medical and dental benefit plans on the day prior to the Separation Date, Employer shall pay to the insurer the portion of the cost of such coverage that was subsidized by Employer immediately prior to the Separation Date for a period of up to twelve months following the Separation Date, subject to termination in the event Executive fails to pay his portion of the premiums or Executive becomes eligible to receive medical or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to Employer by Executive). Executive agrees that his receipt of the benefits set forth in this Section 4 are subject to those terms and conditions set forth herein and in the Severance Plan.

5.          Executive further agrees that Executive has been fully compensated for all wages and fringe benefits, including, but not limited to, paid and unpaid leave, due and owing, and that, with the exception of the Severance Payment and the COBRA benefits set forth in Section 4 hereof (together, the “Severance Benefits”), Executive is not entitled to any other payments or benefits as a result of his termination of employment or otherwise.

Claims That Are Being Released

6.          Executive agrees that this Agreement constitutes a full and final release by Executive and Executive’s descendants, dependents, heirs, executors, administrators, assigns, and successors, of any and all claims, charges, and complaints, whether known or unknown, that Executive has or may have to date against Employer and any of its parents, subsidiaries, or affiliated entities and their respective officers, directors, stockholders, partners, joint venturers, employees, consultants, insurers, agents, predecessors, successors, and assigns, arising out of or related to Executive’s employment or the termination thereof, or otherwise based upon acts or events that occurred on or before the date on which Executive signs this Agreement. To the fullest extent allowed by law, Executive hereby waives and releases any and all such claims, charges, and complaints in return for the Severance Benefits. This release of claims is intended to be as broad as the law allows, and includes, but is not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith or fair dealing, express or implied, any tort or common law claims, any legal restrictions on Employer’s right to terminate employees, and any claims under any federal, state, municipal, local, or other governmental statute, regulation, or ordinance, including, without limitation:

a.           claims of discrimination, harassment, or retaliation under equal employment laws such as Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Rehabilitation Act of 1973, and any and all other federal, state, municipal, local, or foreign equal opportunity laws;

b.           if applicable, claims of wrongful termination of employment; statutory, regulatory, and common law “whistleblower” claims, and claims for wrongful termination in violation of public policy;

c.           claims arising under the Employee Retirement Income Security Act of 1974, except for any claims relating to vested benefits under Employer’s employee benefit plans;

d.           claims of violation of wage and hour laws, including, but not limited to, claims for overtime pay, meal and rest period violations, and recordkeeping violations; and

e.           claims of violation of federal, state, municipal, local, or foreign laws concerning leaves of absence, such as the Family and Medical Leave Act.

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Claims That Are Not Being Released

7.          This release does not include any claims that may not be released as a matter of law, and this release does not waive claims or rights that arise after Executive signs this Agreement. Further, this release will not prevent Executive from doing any of the following:

a.           obtaining unemployment compensation, state disability insurance, or workers’ compensation benefits from the appropriate agency of the state in which Executive lives and works, provided Executive satisfies the legal requirements for such benefits (nothing in this Agreement, however, guarantees or otherwise constitutes a representation of any kind that Executive is entitled to such benefits);

b.           asserting any right that is created or preserved by this Agreement, such as Executive’s right to receive the Severance Benefits;

c.           filing a charge, giving testimony or participating in any investigation conducted by the Equal Employment Opportunity Commission (the “EEOC”) or any duly authorized agency of the United States or any state (however, Executive is hereby waiving the right to any personal monetary recovery or other personal relief should the EEOC (or any similarly authorized agency) pursue any class or individual charges in part or entirely on Executive’s behalf); or

d.           challenging or seeking determination in good faith of the validity of this waiver under the Age Discrimination in Employment Act (nor does this release impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law).

Additional Executive Covenants

8.          To the extent applicable, Executive confirms and agrees to Executive’s continuing obligations under the Severance Plan, including, without limitation, following termination of Executive’s employment with Employer. This includes, without limitation, Executive’s continuing obligations under Sections 2.4, 2.5 and 2.7 of the Severance Plan. For the avoidance of doubt, nothing in this Agreement will prohibit or restrict Executive from responding to any inquiry, or otherwise communicating with, any federal, state or local administrative or regulatory agency or authority or participating in an investigation conducted by any governmental agency or authority. Executive cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. As a result, the Company and Executive shall have the right to disclose trade secrets in confidence to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Each of the Company and Executive also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with that right or to create liability for disclosures of trade secrets that are expressly allowed by the foregoing.

Voluntary Agreement and Effective Date

9.          Executive understands and acknowledges that, by signing this Agreement, Executive is agreeing to all of the provisions stated in this Agreement, and has read and understood each provision.

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10.         The parties understand and agree that:

a.           Executive will have a period of 21 calendar days from the Separation Date in which to decide whether or not to sign this Agreement, and an additional period of seven calendar days after signing in which to revoke this Agreement. If Executive signs this Agreement before the end of such 21-day period, Executive certifies and agrees that the decision is knowing and voluntary and is not induced by Employer through (i) fraud, misrepresentation, or a threat to withdraw or alter the offer before the end of such 21-day period or (ii) an offer to provide different terms in exchange for signing this Agreement before the end of such 21-day period.

b.           In order to exercise this revocation right, Executive must deliver written notice of revocation to the Chief Executive Officer of the Company on or before the seventh calendar day after Executive executes this Agreement. Executive understands that, upon delivery of such notice, this Agreement will terminate and become null and void.

c.           The terms of this Agreement will not take effect or become binding, and Executive will not become entitled to receive the Severance Benefits, until that seven-day period has lapsed without revocation by Executive. If Executive elects not to sign this Agreement or revokes it within seven calendar days of signing, Executive will not receive the Severance Benefits.

d.           All amounts payable hereunder will be paid in accordance with the applicable terms of the Severance Plan.

Governing Law

11.         This Agreement will be governed by the substantive laws of the State of Texas, without regard to conflicts of law, and by federal law where applicable.

12.         If any part of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected in any way.

Consultation with Attorney

13.         Executive is hereby encouraged and advised to confer with an attorney regarding this Agreement. By signing this Agreement, Executive acknowledges that Executive has consulted, or had an opportunity to consult with, an attorney or a representative of Executive’s choosing, if any, and that Executive is not relying on any advice from Employer or its agents or attorneys in executing this Agreement.

14.         This Agreement was provided to Executive for consideration on August 24, 2017.

[Remainder of Page Left Blank; Signature Page Follows]

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PLEASE READ THIS AGREEMENT CAREFULLY; IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Executive certifies that Executive has read this Agreement and fully and completely understands and comprehends its meaning, purpose, and effect. Executive further states and confirms that Executive has signed this Agreement knowingly and voluntarily and of Executive’s own free will, and not as a result of any threat, intimidation or coercion on the part of Employer or its representatives or agents.

EXECUTIVE

/s/ Hugh Menown

Hugh Menown

Date: August 24, 2017

ACCEPTED AND AGREED AS OF
AUGUST 24, 2017
ENERGY XXI GULF COAST, INC.
By:	/s/ Douglas E. Brooks
	Douglas E. Brooks
	Chief Executive Officer and President

[Signature Page to Hugh Menown Waiver and Release of Claims Agreement]

EX-99.4

Exhibit 99.4

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 24, 2017 (the “Effective Date”), by and between Energy XXI Gulf Coast, Inc. (the “Company”) and Hugh Menown (“Consultant”). The Company and Consultant are sometimes referred to in this Agreement collectively as the “Parties,” and each individually as a “Party.”

WHEREAS, the Company wishes to engage Consultant to provide certain consulting services to the Company, and Consultant wishes to be engaged in such capacity, in each case in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.          Engagement; Term. Effective as of the Effective Date, the Company engages Consultant to serve as a consultant to the Company, and Consultant accepts such engagement. Unless earlier terminated pursuant to Section 4 below, the term of Consultant’s engagement hereunder (the “Term”) shall commence on the Effective Date and continue until the date that is six months after the Effective Date.

2.          Consulting Services. During the Term, Consultant shall provide such consulting services (the “Consulting Services”) as may be reasonably requested of Consultant from time to time by the Company’s Chief Executive Officer or Chief Financial Officer. As an independent contractor, Consultant will not be required to devote a specific amount of time to the provision of Consulting Services and is free to provide services to other entities during the Term as long as Consultant does not violate any of the terms of this Agreement or any policies of the Company applicable to Consultant following termination of employment (the “Post-Termination Requirements”); provided, however, the Company and Consultant agree that in no event shall the level of any consulting services to be provided pursuant to this Agreement exceed more than 20% of the average level of services performed by Consultant for the Company and its affiliated “service recipients” (within the meaning of Treasury Regulation §1.409A-1(h)(3)) over the 36-month period immediately preceding the Effective Date. Consultant agrees to attend such meetings as the Company’s Chief Executive Officer or Chief Financial Officer may reasonably request for proper communication of Consultant’s advice and consultation. Consultant shall coordinate the furnishing of Consultant’s services pursuant to this Agreement with the Company’s Chief Executive Officer or Chief Financial Officer in order that such services can be provided in such a way as to generally conform to the business schedules of the Company, but the method of performance, time of performance, place of performance, hours utilized in such performance, and other details of the manner, means, and method of performance of Consultant’s services hereunder shall be within the sole control of Consultant.

3.          Consulting Fee. In consideration of Consultant’s performance of the Consulting Services, during the Term, the Company shall pay Consultant a consulting fee at the rate of $28,333.33 per month that Consultant provides Consulting Services hereunder (the “Consulting Fee”), payable monthly in arrears during the Term (prorated for any partial months). Each monthly Consulting Payment will be made within 15 days after the month in which it is earned. Consultant acknowledges and agrees that (a) the Company is not required to withhold federal or state income, gross receipts or similar taxes from the Consulting Fee paid to Consultant hereunder or to otherwise comply with any state or federal law concerning the collection of income, gross receipts or similar taxes at the source of payment of wages, (b) the Company is not required under the Federal Unemployment Tax Act or the Federal Insurance Contribution Act to pay or withhold taxes for unemployment compensation or for social security on behalf of Consultant with respect to the Consulting Fee, and (c) the Company is not required under the laws of any state to obtain workers’ compensation insurance or to make state unemployment compensation contributions on behalf of Consultant.

4.          Termination. This Agreement may be terminated by (a) the Company, for any reason or no reason at all, upon 30 days’ prior written notice to the Consultant; (b) mutual agreement of the Parties; or (c) either Party upon material breach by the other Party of any term of this Agreement or the Post-Termination Requirements. This Agreement will automatically terminate upon Consultant’s death.

5.          Amounts Payable upon Termination. Upon termination of this Agreement for whatever reason, the Company shall pay Consultant only the amount of the Consulting Fee that has accrued and has not been paid through the date of termination. The Company shall have no obligation to pay any additional amount to Consultant upon termination of this Agreement.

6.          Independent Contractor. At all times during the Term, Consultant shall be an independent contractor of the Company. In no event shall Consultant be deemed to be an employee of the Company, and Consultant shall not at any time be entitled to any employment rights or benefits from the Company or be deemed to be an agent of the Company or have any power to bind or commit the Company or otherwise act on its behalf. Consultant acknowledges and agrees that, as a non-employee, Consultant is not eligible for any benefits sponsored by the Company or any other benefit from the Company and, accordingly, Consultant shall not participate in any pension or welfare benefit plans, programs or arrangements of the Company. Consultant shall not at any time communicate or represent to any third party, or cause or knowingly permit any third party to assume, that in performing the Consulting Services hereunder, Consultant is an employee, agent or other representative of the Company or has any authority to bind the Company or act on behalf of the Company. Consultant shall be solely responsible for making all applicable tax filings and remittances with respect to amounts paid to Consultant pursuant to this Agreement and shall indemnify and hold harmless the Company and its respective representatives for all claims, damages, costs and liabilities arising from Consultant’s failure to do so. It is not the purpose or intention of this Agreement or the Parties to create, and the same shall not be construed as creating, any partnership, partnership relation, joint venture, agency, or employment relationship.

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7.          Confidential Information.

(a)          General. The parties acknowledge that during the Term, the Company will disclose to Consultant or provide Consultant with access to trade secrets or confidential information (“Confidential Information”) of the Company or its affiliates; and/or place Consultant in a position to develop business goodwill on behalf of the Company or its affiliates; and/or entrust Consultant with business opportunities of the Company or its affiliates. As part of the consideration for the compensation and benefits to be paid to Consultant hereunder; to protect the trade secrets and Confidential Information of the Company and its affiliates that have been and will in the future be disclosed or entrusted to Consultant, the business goodwill of the Company and its affiliates that has been and will in the future be developed in Consultant, or the business opportunities that have been and will in the future be disclosed or entrusted to Consultant by the Company and its affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and Consultant agree to that Consultant shall not, whether during the Term or thereafter, without the written consent of the Board of Directors of the Company or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Consultant of Consultant’s duties as a consultant of the Company, any Confidential Information, including but not limited to technology, know-how, processes, maps, geological and geophysical data, other proprietary information and any information whatsoever of a confidential nature; provided, however, that Confidential Information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Consultant) or any information that Consultant may be required to disclose by any applicable law, order, or judicial or administrative proceeding, provided that Consultant first notifies the Company to facilitate a possible protective order and thereafter discloses only the minimum amount of Confidential Information required. Within fourteen (14) days after the termination of Consultant’s services to the Company for any reason, Consultant shall return to the Company all documents and other tangible items containing the Company’s information that are in Consultant’s possession, custody or control. Consultant agrees that all Confidential Information of the Company belongs exclusively to the Company, and that any work of authorship relating to the Company’s business, products or services, whether such work is created solely by Consultant or jointly with others, and whether or not such work is Confidential Information, shall be deemed exclusively belonging to the Company.

(b)          Protected Rights. Nothing in this Agreement will prohibit or restrict Consultant from responding to any inquiry, or otherwise communicating with, any federal, state or local administrative or regulatory agency or authority or participating in an investigation conducted by any governmental agency or authority. Consultant cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. As a result, the Company and Consultant shall have the right to disclose trade secrets in confidence to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Each of the Company and Consultant also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with that right or to create liability for disclosures of trade secrets that are expressly allowed by the foregoing.

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8.          Non-Disparagement. During the Term, Consultant shall cause (i) Consultant’s relatives and (ii) any entity controlled by Consultant (any such person or entity, a “Consultant Affiliate”), to refrain from any criticisms or disparaging comments about the Company or its Affiliates, or any of their respective directors, officers, employees, advisors or stakeholders, or in any way relating to Consultant’s employment or separation from employment; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by any Consultant Affiliate to any state or federal law enforcement agency or require notice to the Company thereof, and Consultant also will not be in breach of the covenant contained above solely by reason of testimony or disclosure by such Consultant Affiliate which is compelled by applicable law or regulation or process of law. A violation or threatened violation of these prohibitions may be enjoined by the courts. The rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law.

9.          Relief. The Parties acknowledge that money damages would not be sufficient remedy for any breach of Section 7 or Section 8 by Consultant, and the Company and its affiliates shall be entitled to enforce the provisions of Section 7 and Section 8 by terminating payments then owing to Consultant, if any, and obtaining specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of Section 7 or Section 8, but shall be in addition to all remedies available at law or in equity, including, without limitation, the recovery of damages from Consultant and Consultant’s agents.

10.         Applicable Law. This Agreement is entered into under, and the validity, interpretation, construction and performance of this Agreement shall be governed by, the laws of the State of Texas.

11.         Amendments. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the Parties.

12.         Waiver. Any waiver of a provision of this Agreement shall be effective only if it is in a writing signed by the Party entitled to enforce such term and against which such waiver is to be asserted. No delay or omission on the part of either Party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this Agreement.

13.         Assignments; Successors. This Agreement is personal to Consultant and, as such, may not be assigned by Consultant. The Company may assign this Agreement without Consultant’s consent. Subject to the preceding sentences, this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties.

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14.         Notices. All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be in writing and shall be deemed duly given and received (a) if personally delivered, when so delivered, (b) if mailed, three business days following the date deposited in the U.S. mail, certified or registered mail, return receipt requested, (c) if sent by e-mail or other form of electronic communication, once transmitted and the confirmation is received, or (d) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so sent:

If to Consultant, addressed to:

Hugh Menown

At last known address on file with the Company

If to the Company, addressed to:

Energy XXI Gulf Coast, Inc.
1021 Main, Suite 2626
Houston, Texas 77002

Attn: Chief Executive Officer

Email: dbrooks@energyxxi.com

15.         Certain Construction Rules. The Section headings contained in this Agreement are for convenience of reference only and shall in no way define, limit, extend or describe the scope or intent of any provisions of this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. In addition, as used in this Agreement, unless otherwise provided to the contrary, (a) all references to days, months or years shall be deemed references to calendar days, months or years and (b) any reference to a “Section” shall be deemed to refer to a section of this Agreement. The words “hereof,” “herein,” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive but instead have the meaning “and/or,” and the term “including” shall not be deemed to limit the language preceding such term.

16.         Execution of Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by electronic transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

17.         Code Section 409A. Notwithstanding anything to the contrary contained herein, this Agreement is intended to satisfy or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and other guidance thereunder. Accordingly, all provisions herein, or incorporated by reference herein, shall be construed and interpreted to satisfy or be exempt from the requirements of Code Section 409A. Further, for purposes of Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Any reimbursement or in-kind benefit provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred, and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

[Remainder of Page Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have duly executed this Consulting Agreement as of the Effective Date.

/s/ Hugh Menown
Hugh Menown
ENERGY XXI GULF COAST, INC.
By:	/s/ Douglas E. Brooks
	Douglas E. Brooks
	Chief Executive Officer and President

[Signature Page to Hugh Menown Consulting Agreement]