James Flores, the chief executive of Plains Exploration & Production Co , could see a payday in excess of $150 million if Freeport-McMoRan Copper & Gold Inc's $9 billion deal to buy Plains and McMoRan Exploration Co moves ahead.
He is also in line to make more than $60 million from shares he already owns.
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Flores' employment contract has a change-in-control clause that entitles him to restricted shares currently valued at $137 million and a $20.7 million payment for excise taxes, according to a regulatory filing.
If the successor company "agrees to assume and perform Mr. Flores' employment agreement and Mr. Flores does not terminate his employment with such successor," he is due the excise tax payments and 2.9 million restricted shares will automatically vest, according to the company's latest proxy statement filed with the U.S. Securities and Exchange Commission.
A spokesman for Plains was not immediately available to comment.
If the deal - which some investors have slammed as unnecessary - is approved, Flores will be vice chairman of Freeport and CEO of the combined company's oil and gas operations.
(Reporting By Anna Driver in Houston and Michael Erman in New York; Editing by Steve Orlofsky)