<PAGE>
(7) In connection with the closing of the sale of the assets of Zapata
Exploration Company, Mr. Williams ceased serving as an executive officer on
August 14, 1995. The amount included in the "All Other Compensation"
column for 1995 includes amounts paid to Mr. Williams under the Consulting
Agreement described below under "Employment Agreements and Other Incentive
Plans."
(8) The amounts indicated represent the Company's contributions to its profit-
sharing plan.
While the officers of the Company receive benefits in the form of
certain perquisites, none of the Named Officers has received perquisites which
exceed in value the lessor of $50,000 or 10% of such officer's salary and bonus
for any of the fiscal years shown in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE MONEY OPTIONS
SHARES UNEXERCISED OPTIONS AT FISCAL YEAR-END
ACQUIRED VALUE AT FISCAL YEAR-END -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Avram A. Glazer........ 0 0 13,333/6,667 0/0
Malcolm I. Glazer...... 0 0 13,333/6,667 0/0
Ronald C. Lassiter..... 244,000 $289,750 0/0 0/0
Robert W. Jackson...... 0 0 0/0 0/0
Lamar C. McIntyre...... 0 0 42,000/0 $52,500/0
Joseph B. Mokry........ 0 0 0/0 0/0
Bruce K. Williams...... 98,000 $122,500 0/0 0/0
</TABLE>
The options included in the foregoing table were granted in 1990 under
Zapata's 1990 Stock Option Plan, except in the case of Messrs. A. Glazer and M.
Glazer, whose options were granted in 1993 under the Company's Amended and
Restated Special Incentive Plan with respect to their service as nonemployee
directors. The options were granted at market value on the date of grant and are
exercisable in cumulative one-third installments commencing one year from the
date of grant, with full vesting occurring on the third anniversary of the grant
date. On September 30, 1995, the closing price of Common Stock on the NYSE was
$4.375 per share. No options were granted to any of the Named Officers in fiscal
1995.
PENSION PLAN INFORMATION
Effective January 15, 1995, the Company amended its Pension Plan to
provide that highly compensated employees (those having covered annual
compensation in excess of $66,000) will not earn additional benefits under the
plan after that date. In addition, the Company terminated its Supplemental
Pension Plan except with respect to benefits already accrued. Messrs. A.
Glazer, M. Glazer, Jackson and Mokry are not participants in the Pension Plan
or the Supplemental Pension Plan. Mr. Lassiter retired for purposes of the
Pension Plan effective August 1, 1994 and receives annual benefits of $87,860
under the Pension Plan and $101,512 under the Supplemental Pension Plan. Mr.
McIntyre's estimated annual benefit under the Pension Plan is $48,941.00
(assuming payments commence after Mr. McIntyre reaches age 61 on a single-life
annuity basis). Mr. Williams will be eligible to receive annual benefits under
the Pension Plan when he turns 55 years of age.
EMPLOYMENT AGREEMENTS AND OTHER INCENTIVE PLANS
Effective as of March 15, 1991, Zapata entered into an employment
agreement with Mr. Lassiter. The agreement provided for continuation of salary
for a three-year period following termination of
6
