Change of Control Employment Agreement

BASIN EXPLORATION, INC.
CHANGE OF CONTROL EMPLOYMENT AGREEMENT


AGREEMENT by and between BASIN EXPLORATION, INC. a Delaware corporation (the "Company") and SAM D. WINEGRAD (the "Officer"), dated as of August 28, 1997.


The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Officer, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Officer by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Officer's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Officer with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Officer will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


1. CERTAIN DEFINITIONS.


(a) The "Effective Date" shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Officer's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Officer that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. For purposes of this Agreement, the Committee (as described below) may clarify the date as of which a Change of Control shall be deemed to have occurred.


(b) The "Change of Control Period" shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date (and prior to the Effective Date) the Company shall give notice to the Officer that the Change of Control Period shall not be so extended.


2. CHANGE OF CONTROL. For the purpose of this Agreement, a "Change of Control" shall mean:


(a) Any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Mr. Michael Smith, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than thirty-three and one-third percent (33-1/3%) of the then outstanding voting stock of the Company; or


(b) Individuals who, as of the date hereof, constitute the Board (and any new director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors as of the date hereof or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or


(c) The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; provided, however, that if the merger, plan of liquidation or sale of substantially all assets is not consummated following such stockholder approval and the transaction is abandoned, then the Change of Control shall be deemed not to have occurred.


3. EMPLOYMENT PERIOD. The Company hereby agrees to continue the Officer in its employ, and the Officer hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of such date (the "Employment Period").


4. TERMS OF EMPLOYMENT.


(a) POSITION AND DUTIES.


(a) During the Employment Period, (A) the Officer's
position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be
at least commensurate in all material respects with the most
significant of those held, exercised and assigned at any time
during the 120-day period immediately preceding the Effective
Date and (B) the


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Officer's services shall be performed at the location where
the Officer was employed 120 days immediately preceding the
Effective Date or any office or location less than 30 miles
from such location.


(b) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Officer is
entitled, the Officer agrees to devote reasonable attention
and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Officer
hereunder, to use the Officer's reasonable best efforts to
perform faithfully and efficiently such responsibilities.
During the Employment Period it shall not be a violation of
this Agreement for the Officer to (A) serve on corporate,
civic or charitable boards or committees, (B) deliver
lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so long as
such activities do not significantly interfere with the
performance of the Officer's responsibilities as an employee
of the Company in accordance with this Agreement. It is
expressly understood and agreed that to the extent that any
such activities have been conducted by the Officer prior to
the Effective Date, the continued conduct of such activities
(or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter
be deemed to interfere with the performance of the Officer's
responsibilities to the Company.


(b) COMPENSATION.


(a) BASE SALARY. During the Employment Period, the
Officer shall receive an annual base salary ("Annual Base
Salary"), which shall be paid at a monthly rate, at least
equal to 12 times the highest monthly base salary paid or
payable, including any base salary which has been earned but
deferred, to the Officer by the Company and its affiliated
companies in respect of the 12-month period immediately
preceding the month in which the Effective Date occurs. During
the Employment Period, the Annual Base Salary shall be
reviewed no more than 12 months after the last salary increase
awarded to the Officer prior to the Effective Date and
thereafter at least annually. Any increase in Annual Base
Salary shall not serve to limit or reduce any other obligation
to the Officer under this Agreement. Annual Base Salary shall
not be reduced after any such increase and the term Annual
Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as so increased. As used in this Agreement,
the term "affiliated companies" shall


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include any company controlled by, controlling or under
common control with the Company.


(b) ANNUAL BONUS. In addition to Annual Base Salary,
the Officer shall be awarded, for each fiscal year ending
during the Employment Period, an annual bonus (the "Annual
Bonus") in cash at least equal to the average of the Officer's
bonuses over the last three fiscal years, or such lesser
number of years as the Officer may have been employed by the
Company, prior to the Effective Date (annualized in the event
that the Officer was not employed by the Company for an entire
fiscal year) (the "Recent Annual Bonus"). Each such Annual
Bonus shall be paid no later than the end of the third month
of the fiscal year next following the fiscal year for which
the Annual Bonus is awarded, unless the Officer shall elect to
defer the receipt of such Annual Bonus.


(c) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During
the Employment Period, the Officer shall be entitled to
participate in all incentive, savings and retirement plans,
practices, policies and programs applicable generally to other
peer executives of the Company and its affiliated companies
but in no event shall such plans, practices, policies and
programs provide the Officer with incentive opportunities
(measured with respect to both regular and special incentive
opportunities to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate,
than the most favorable of those provided by the Company and
its affiliated companies for the Officer under such plans,
practices, policies and programs as in effect at any time
during the 120-day period immediately preceding the Effective
Date or if more favorable to the Officer, those provided
generally at any time after the Effective Date to other peer
executives of the Company and its affiliated companies.


(d) WELFARE BENEFIT PLANS. During the Employment
Period, the Officer and/or the Officer's family, as the case
may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices,
policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee
life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable
generally to other peer executives of the Company


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and its affiliated companies, but in no event shall such
plans, practices, policies and programs provide the Officer
with benefits which are less favorable, in the aggregate,
than the most favorable of such plans, practices, policies
and programs in effect for the Officer at any time during
the 120-day period immediately preceding the Effective Date
or, if more favorable to the Officer, those provided generally
at any time after the Effective Date to other peer executives
of the Company and its affiliated companies.


(e) EXPENSES. During the Employment Period, the
Officer shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by the Officer in accordance
with the most favorable policies, practices, and procedures of
the Company and its affiliated companies in effect for the
Officer at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the
Officer, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its
affiliated ...