Energy XXI Gulf Coast, Inc. (NASDAQ:EXXI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Douglas E. Brooks Employment Agreement.The description
of Douglas E. Brookss employment agreement provided under the
heading Employment 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 Douglas E. Brooks as Chief Executive Officer,
President and Director. On April17,2017, the Board of
Directors (the Board) of Energy XXI Gulf Coast, Inc. (the
Company) appointed Douglas E. Brooks to serve as President
and Chief Executive Officer, effective immediately. In connection
with the Boards appointment of Mr.Brooks as President and Chief
Executive Officer, the Board increased the size of the Board from
six to seven directors and appointed Mr.Brooks to fill the
newly-created directorship, effective immediately. Mr.Brooks will
serve as a member of the Board until, and will be nominated for
election at, the Companys 2017 Annual Meeting of Stockholders.

Mr.Brooks, 58, served as Chief Executive Officer for Yates
Petroleum Corporation, a privately owned exploration and
production company focused on the Delaware and Powder River
basins (Yates), from April 2015 until Yatess merger with
EOG Resources, Inc. in October 2016. Mr.Brooks served as Chief
Executive Officer of Aurora Oil Gas Limited from October 2012
until June 2014, and as a Senior Vice President at Forest Oil
Corporation from April 2012 until October 2012. In addition, he
spent 24 years with Marathon Oil Company in roles of increasing
responsibility, lastly as the Director of Upstream Mergers and
Acquisitions and Business Development for the Americas. Mr.Brooks
has also built two private equity-sponsored firms focused on
unconventional resource projects in the western U.S. Mr.Brooks
currently serves on the board of directors of Chaparral Energy,
Inc. and has served as a board member for Aurora Oil Gas Limited,
Magdalena Energy Company, Yates Petroleum and the Houston
Producers Forum. Furthermore, he is currently an advisor for Hart
Energys AD Watch, a global energy research publication. Mr.Brooks
holds a Bachelor of Science degree in Business Management from
the University of Wyoming Casper and a Masters of Business
Administration, Finance from Our Lady of the Lake University in
Texas. The Board believes that Mr.Brooks is qualified to serve as
Chief Executive Officer, President and director of the Company
based on his education and extensive experience in the oil and
gas industry. He has served in senior leadership positions for a
number of oil and gas companies, including as chief executive
officer for multiple different companies. His current and former
positions as board member for various oil and companies will also
help him perform his responsibilities to the Company in his new
positions.

Employment Agreement. In connection with Mr.Brookss
appointment as President and Chief Executive Officer, the Company
entered into an employment agreement with Mr.Brooks (the
Employment Agreement). The Employment Agreement has an
initial employment period of three years. Beginning with the
third anniversary of Mr.Brookss appointment as President and
Chief Executive Officer (the Brooks Effective Date),
Mr.Brookss employment period (Employment Period) will
renew automatically for an additional year on each anniversary
unless either the Company or Mr.Brooks gives notice of
non-renewal at least 90 days before the next renewal date. The
Employment Agreement provides for an annual base salary of
$700,000, with an annual target bonus of 100% of Mr.Brookss base
salary. The actual amount of Mr.Brookss annual bonus will range
from 0% to 200% of his base salary, based upon the satisfaction
of goals and objectives established from time to time by the
Compensation Committee of the Board.

During his Employment Period, Mr.Brooks will be eligible to
participate in any equity compensation arrangement or plan
offered to senior executives. On April17,2017, Mr.Brooks received
an equity grant under the Energy XXI Gulf Coast, Inc. 2016 Long
Term Incentive Plan (the 2016 LTIP) for the 2017 calendar
year with a grant date value equal to 500% of his base salary
(2017 Equity Grant), (i)50% of which value was granted in
the form of 49,382 stock-settled restricted stock units (valued
on the date of grant based on the market price of the Common
Stock) (RSUs) and (ii)50% of which value was granted in
the form of ten-year stock options with an exercise price of
$28.35 per share and a total value of $1,750,000 (valued on the
date of grant based on third party Black-Scholes methodology).
The RSUs constituting part of the 2017 Equity Grant were granted
to that certain Restricted Stock Unit Agreement and related
Notice of Grant, dated as of April17,2017, which is filed
herewith as Exhibit99.2 (the 2017 Annual RSU Grant
Agreement). The stock options constituting the remaining part
of the 2017 Equity Grant were granted to that certain Option
Agreement and Notice of Grant, which is filed herewith as Exhibit
99.3 (the 2017 Annual Stock Option Agreement and, together
with the 2017 Annual RSU Grant Agreement, the Annual Grant
Agreements). The stock options and RSUs granted to Mr.Brooks
as part of his 2017 Equity Grant will vest in three equal
installments on each of the first three anniversaries of the
Brooks Effective Date, in each case provided that Mr.Brooks
remains continuously employed by the Company on the applicable
vesting date, except as described below in connection with
certain terminations by the Company without Cause or certain
terminations by Mr.Brooks for Good Reason. (Both Cause and Good
Reason are defined in the Employment Agreement and summarized
below.) Any stock options that have not been exercised or
forfeited on the tenth anniversary of the Brooks Effective Date
will expire at that time.

On April17,2017, Mr.Brooks also received a sign-on bonus in the
form of an additional grant of 61,728 RSUs (the Sign-On Equity
Grant) under the 2016 LTIP to that certain Restricted Stock
Unit Agreement and related Notice of Grant filed herewith as
Exhibit 99.4 (the Sign-On Equity Grant Agreement, and
together with the Annual Grant Agreements, the Brooks Grant
Agreements). The Sign-On Equity Grant had a grant date value
(based on market price on such date) equal to 200% of Mr.Brookss
base salary. The RSUs granted to Mr.Brooks as part of the Sign-On
Equity Grant vest 50% on December29,2017 and 50% on
December31,2018, in each case provided that Mr.Brooks remains
continuously employed by the Company on the applicable vesting
date, except as described below in connection with a termination
by the Company without Cause or a termination by Mr.Brooks for
Good Reason.

Furthermore, if a Change of Control (as defined in the 2016 LTIP)
occurs while Mr.Brooks is still employed by the Company, then any
unvested RSUs or stock options granted as part of his 2017 Equity
Grant or the Sign-On Equity Grant will immediately become vested
and will be subject to the terms of the 2016 LTIP.

Should Mr.Brooks be terminated by the Company for Cause or should
Mr.Brooks terminate his employment other than for Good Reason,
the Company will make no further payments under the Employment
Agreement other than the following accrued benefits:

Should Mr.Brooks be terminated by the Company without Cause or
should Mr.Brooks resign for Good Reason, Mr.Brooks will receive
his accrued benefits, and subject to Mr.Brookss continuing
compliance with the nondisclosure, non-compete, non-solicitation
and non-disparagement provisions in the Employment Agreement,
Mr.Brooks will be entitled to certain severance benefits, as
described below. (For purposes of the Employment Agreement, the
Companys non-renewal of Mr.Brookss Employment Period prior to the
fifth anniversary of the Effective Date would be treated as a
termination by the Company without Cause, but not after the fifth
anniversary.) Mr.Brookss severance benefits would be as follows:

The severance component relating to Mr.Brookss bonus compensation
is calculated in accordance with the table set forth below.
However, for purposes of the calculation, each actual bonus
amount for a prior year included in the calculation will be
capped at the target bonus for that prior year.

During Mr.Brookss Employment Period and for a period of twelve
months thereafter, Mr.Brooks cannot: (i)perform services for, or
have over a five percent (5%) ownership interest in, or
participate in, any competing business; or (ii)solicit, recruit
or hire, or assist any person, or entity in the solicitation,
recruitment or hiring of any person engaged by the Company as an
employee, officer, director or consultant.

For purposes of the Employment Agreement, Cause means (i)gross
negligence or willful misconduct in the performance of, or abuse
of alcohol or drugs rendering Mr.Brooks unable to perform his
material duties, provided that the conduct remains unremedied for
twenty days following receipt of written notice; (ii)conviction
of, or plea of nolo contendere to, any crime involving moral
turpitude or a felony; (iii)commission of an act of embezzlement,
deceit or fraud intended to result in Mr.Brookss personal and
unauthorized enrichment at the Companys expense; (iv)the material
violation of the Employment Agreement or any other agreement
between Mr.Brooks and the Company; (v)the intentional material
violation of the Companys written policies; (vi)failure to follow
a lawful directive of the Board.

For purposes of the Employment Agreement, Good Reason means
(i)the material diminution of Mr.Brookss authority, duties or
responsibilities; (ii)a material diminution of Mr.Brookss base
salary or target bonus; (iii)the requirement that Mr.Brooks
permanently relocate anywhere outside the greater Houston, Texas
metropolitan area; (iv)the Companys failure to nominate Mr.Brooks
for election as a director or to use all reasonable efforts to
cause Mr.Brooks to be elected as a director or (v)the Companys
material breach of the Employment Agreement.

For purposes of the 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 each case regardless of
whether that business combination constitutes a Change of Control
under the 2016 LTIP.

This summary is qualified in its entirety by reference to the
full text of (i)the Employment Agreement, which is filed herewith
as Exhibit 99.1, and (ii)the Brooks Grant Agreements attached
hereto as Exhibits 99.2, 99.3 and 99.4, each of which are
incorporated by reference herein.

In connection with Mr.Brookss appointment as President and Chief
Executive Officer of the Company, Michael S. Reddin ceased to
serve as President and Chief Executive Officer, positions to
which he had been appointed by the Board on an interim basis on
February2,2017. Mr.Reddin will continue to serve as Chairman of
the Board. Under the terms of Mr.Reddins employment agreement
relating to those two interim roles, Mr.Reddin will continue to
serve as an employee (but not as Chief Executive Officer or
President) until May17,2017, which is the 30th day after
Mr.Brookss appointment.

Supplemental Equity Grant to Scott Heck. On
April17,2017, the Compensation Committee granted 15,873 RSUs to
Scott Heck, with a grant date value equal to 100% of Mr.Hecks
base salary, as a supplement to the February2,2017 equity grants
required under the employment agreement by and between the
Company and Mr.Heck (the Supplemental Equity Grant) to
that certain Restricted Stock Unit Agreement and related Notice
of Grant filed herewith as Exhibit 99.5 (the Heck Grant
Agreement). Similar to Mr.Brookss Sign-On Equity Grant, the
RSUs granted to Mr.Heck as part of the Supplemental Equity Grant
vest 50% on December29,2017 and 50% on December31,2018, in each
case provided that Mr.Heck remains continuously employed by the
Company on the applicable vesting date. The Compensation
Committee made the Supplemental Equity Grant in recognition of
the fact that Mr.Hecks Gulf of Mexico experience and operational
skills complement Mr.Brookss experience and skills. The
Compensation Committee and the Board believed that it was
important to encourage Mr.Heck to team with Mr.Brooks to develop
and execute the Companys operating strategy moving forward.

The summary of the Heck Grant Agreement is qualified in its
entirety by reference to the full text of the Heck Grant
Agreement filed herewith as Exhibit 99.5 and incorporated by
reference herein.

Item 7.01 Regulation FD Disclosure.

On April18,2017, the Company issued a press release disclosing
the appointment of Mr.Brooks as Chief Executive Officer,
President and director, as discussed in Item 5.02 above. A copy
of the press release is attached as Exhibit 99.6 to this Current
Report on Form 8-K (this Form 8-K).

The information in Item 7.01 of this Form 8-K, including Exhibit
99.6 attached hereto, is being furnished and shall not be deemed
filed for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that Section, nor shall it be
deemed subject to the requirements of amended Item 10 of
Regulation S-K, nor shall it be deemed incorporated by reference
into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the
date hereof, regardless of any general incorporation language in
such filing. The furnishing of this information hereby shall not
be deemed an admission as to the materiality of any such
information.

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.

Indicates Management Compensatory Plan, Contract or Arrangement.

* Filed herewith.

Energy XXI Gulf Coast, Inc. (NASDAQ:EXXI) Recent Trading Information

Energy XXI Gulf Coast, Inc. (NASDAQ:EXXI) closed its last trading session 00.00 at 28.35 with 51,030 shares trading hands.