ENERGY PARTNERS, LTD.
AMENDED AND RESTATED 2000 LONG TERM STOCK INCENTIVE PLAN
PERFORMANCE SHARE AGREEMENT
NUMBER OF PERFORMANCE
NAME SHARES XXXXX XXXX
This Agreement confirms the grant to you of ________ (the "Base Number")
Performance Shares with respect to Common Stock of Energy Partners, Ltd. (the
"Company") under the Company's Amended and Restated 2000 Long Term Stock
Incentive Plan (the "Plan"), a copy of which has been delivered to you and is
made a part hereof, upon the following terms and conditions and the terms and
conditions of the Plan. The terms used in this Agreement shall have the same
meaning as in the Plan, unless the context requires otherwise, and except that
"Performance Shares" shall refer only to the performance shares granted pursuant
to this Agreement.
1. Performance Shares - This grant of Performance Shares shall represent
the right to receive following the end of the Performance Cycle (as
defined in Section 2 below) such number of shares of Common Stock of
the Company equal to the number of Performance Shares, if any, that
you earn for the Performance Cycle. You may earn from 0% to 200% of
the Base Number of Performance Shares depending upon the degree to
which the Performance Targets are achieved for the Performance Cycle
as set forth in Exhibit A hereto.
2. Performance Cycle - The Performance Cycle with respect to this grant
of Performance Shares shall be the period beginning on [three-year
period] and ending on [three-year period] (subject to earlier
termination of the Performance Cycle pursuant to Section 8 below in
the event of a Change of Control).
3. Performance Goals - The Performance Measures and Performance Targets
for the Performance Cycle shall be those specified in Exhibit A
hereto. If, during the course of the Performance Cycle, there shall
occur significant events as determined by the Committee which the
Committee expects to have a substantial effect on a Performance
Target, the Committee may revise such Performance Target in such
manner as the Committee shall in its sole discretion determine to
reflect such event.
4. Determinations of Compensation Committee - At the end of the
Performance Cycle, the Compensation Committee (the "Committee") shall
have discretionary authority to determine the extent to which the
Performance Targets for the Performance Cycle were satisfied and the
number of Performance Shares earned by you for the Performance Cycle
in accordance with Exhibit A hereto. The Committee must certify in
writing prior to any payment pursuant to Section 9 below that the
Performance Targets establishing entitlement to that payment were met.
Any determinations made by the Committee shall be conclusive and
binding. Any unearned Performance Shares shall be forfeited.
5. No Rights as Shareholder - Prior to the payment of shares to you
pursuant to Section 9 below, you shall have none of the rights of a
shareholder of the Company with respect to any shares of Common Stock
of the Company represented by the Performance Shares.
6. Non-transferable - You may not sell, transfer, assign, pledge, or
otherwise encumber or dispose of any Performance Shares nor may you
sell, transfer, assign, pledge, or otherwise encumber or dispose of
any of the shares of Company Common Stock represented by the
Performance Shares prior to the payment of such shares to you pursuant
to Section 9 below following the earning of your Performance Shares.
7. Termination of Employment - In the event of your retirement (as
defined below), or upon the occurrence of your death or disability (as
defined below), or termination of employment with the consent of the
Committee, you will forfeit as of the date of such termination of
employment a number of Performance Shares determined by multiplying
the Base Number of your Performance Shares for the Performance Cycle
by a fraction, the numerator of which is the number of months
remaining in the Performance Cycle following such termination of
employment and the denominator of which is the total number of months
in the Performance Cycle. Following the end of the Performance Cycle,
the number of Performance Shares earned by you will be determined in
accordance with Section 4 above based on the portion of the Base
Number of Performance Shares not forfeited pursuant to the preceding
sentence (which portion shall be treated as the Base Number for
purposes of Exhibit A). In the event of your termination of employment
for any other reason, you shall forfeit all rights to any Performance
Shares as of the date of such termination of employment. For purposes
of this grant, "disability" is defined as your inability, due to
physical or mental impairment, for 90 days, whether or not
consecutive, during any 360-day period, to perform the duties and
functions for which you were employed by the Company, or such other
circumstances as the Committee shall determine in its discretion. For
purposes of this grant, "retirement" is
defined as voluntary termination of employment at or after age 55 with
at least 5 years of service.
8. Share Earnout/Change of Control - In the event of a Change of Control
(as defined in the Plan), the Performance Cycle shall end and the
Performance Shares earned for such Performance Cycle shall be the
number that would have been earned if the Performance Cycle had ended
as of the end of the period covered by the most recently issued
year-end financial statement just prior to the date of the Change of
Control plus such additional number of Performance Shares as the
Committee shall determine in respect of any period of the Performance
Cycle not covered by such year-end financial statements.
9. Payment - Except as otherwise provided in the next sentence, as soon
as practicable after the Committee has determined the number of
Performance Shares earned by you pursuant to Section 4 above,
certificate(s) evidencing the shares of Company Common Stock
represented by those Performance Shares that you earned shall be
delivered to you. Notwithstanding the foregoing, if the Committee
shall determine in its sole discretion that any amount payable
pursuant to this Section 9 might result in any compensation payable to
you being nondeductible by reason of Section 162(m) of the Internal
Revenue Code of 1986, as amended, the Committee may delay the payment
until such time as the Committee determines in its sole discretion
that such distribution may be made without resulting in any
compensation payable to you being nondeductible by reason of said
Section 162(m). In the case of your death, payment of any shares which
you have earned will be made to the beneficiary designated by you in a
writing filed with the Company or, if none, to your estate.
10. No Dividend Equivalents - You shall not receive any dividend
equivalents in respect of the Performance Shares to reflect any
dividends payable on shares of Company Common Stock during the period
prior to payment pursuant to Section 9 above.
11. Unsecured Creditor Status - This grant of Performance Shares
constitutes a mere promise by the Company to pay you the benefits
described in this grant (to the extent earned). You shall have the
status of a general unsecured creditor of the Company with respect to
the benefits payable under this grant.
12. Withholding - The Company, if required, will withhold taxes on any
income realized in connection with the Performance Shares or will take
a cash payment from you for the withholding. The Company will permit
you to elect whether to pay cash to cover the withholding or have
shares withheld to cover the withholding.
13. Miscellaneous - This Agreement (a) shall be binding upon and inure to
the benefit of any successor of the Company; (b) shall be governed by
the laws of the State of Delaware, and any applicable laws of the
United States; (c) may not be amended except in writing; and (d) this
grant shall in no way affect your participation or benefits under any
other plan or benefit program maintained or provided by the Company.
In the event of a conflict between this Agreement and the Plan, the
Plan shall govern.
14. Compliance with Applicable Law - Notwithstanding anything herein to
the contrary, the Company shall not be obligated to cause to be issued
or delivered any certificates evidencing shares to be delivered
pursuant to this grant, unless and until the Company is advised by its
counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws and regulations of governmental
authority. The Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as now in effect or
as hereafter amended) or to take any other action in order to cause
the issuance and delivery of such certificates to comply with any such
law or regulation.
ENERGY PARTNERS, LTD.
By:
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Accepted:
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Witness:
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Date:
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