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EXHIBIT 10.15
FIRST AMENDMENT TO
EMPLOYMENT AND
STOCK OWNERSHIP AGREEMENT
UNITED STATES OF AMERICA
BY AND BETWEEN
STATE OF LOUISIANA
ENERGY PARTNERS, LTD.
PARISH OF ORLEANS
AND
THIS FIRST AMENDMENT TO EMPLOYMENT AND STOCK AGREEMENT (this
"Agreement"), is entered into in New Orleans, Louisiana on this 17th day of
November, 1999, by and between , an individual of the full age of
majority domiciled in the Parish of Orleans, State of Louisiana (hereinafter
called "Employee") and Energy Partners, Ltd., a corporation organized and
existing under the laws of the State of Delaware (hereinafter called "Company"),
represented herein by its duly authorized President, Xxxxxxx X. Xxxxxxxx.
WHEREAS, Employee and the Company entered into that certain
Employment and Stock Ownership Agreement dated June 5, 1998 (the "Employment
Agreement");
WHEREAS, concurrent with the execution hereof, Employee is
entering into a Stockholder Agreement dated November 17, 1999, by and among the
Company, Employee and the other shareholders of the Company named therein (the
"Stockholder Agreement");
NOW, THEREFORE, the parties agree as follows:
1. The first sentence of Section 1.1 of the Employment
Agreement is deleted in its entirety and replaced with the following:
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"In consideration for the compensation set forth in Subparagraph
1.2, Employee shall be employed as [title] until November 17,
2003 (the "Term").
2. Section 2.2 of the Employment Agreement is deleted in its
entirety and replaced with the following:
"2.2 Transfer of Shares. No Shares may be sold,
assigned, pledged, transferred or otherwise
alienated (each, "Transferred") except in
accordance with and pursuant to the terms and
conditions of this Agreement and that certain
Stockholder Agreement dated November 17, 1999, by
and between the Company, Employee, and others
identified therein (the "Stockholder Agreement").
Additionally, except as otherwise provided in the
Stockholder Agreement, as a condition precedent to
any Transfer, the transferee must validly execute
the Stockholder Agreement. The Shares may be
pledged as provided in the Stockholder Agreement,
provided that any lender's recourse for liquidation
on debt repayment shall be limited to selling the
pledged Shares under the same terms and conditions
as though it was an Employee. The Lender shall
agree to the foregoing provisions as terms of the
pledge."
3. In Section 2.5 of the Employment Agreement, the words "as
amended" are inserted after "1998".
4. The following is inserted before the period that ends
Section 2.7:
"; provided, however, if the Employee Resigns and the Company has
previously terminated the employment of Xxxxxxx X. Xxxxxxxx, the
number of Shares which may be acquired as set forth in Section
2.12 shall be equal to the following percentage of the
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number of Shares stated in Section 2.1 depending on the date the
Employee Resigns:
Percentage Date of
of Shares Resignation
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100% On or before November 17, 2000
75% After November 17, 2000 and on
or before November 17, 2001
50% After November 17, 2001 and on
or before November 17, 2002
25% After November 17, 2002 and on
or before June 5, 2003
0% After June 5, 2003
5. Section 2.12 is deleted in its entirety and replaced with
the following:
"As more fully described in Section 2.2 of the Stockholder
Agreement, any right or option to purchase any shares pursuant to
this Agreement shall first be exercisable by Xxxxxxx X. Xxxxxxxx,
or his designee, who shall first have the option to purchase all
of the Shares under the applicable terms and conditions. So long
as the Stockholder Agreement is in effect, the Evercore Entities
(as defined in the Stockholder Agreement) shall have the option
to purchase or redeem the Shares if not purchased by Xxxxxxx
X. Xxxxxxxx under the same applicable terms and conditions. The
other Management Shareholders (as defined in the Stockholder
Agreement) shall have the option to purchase all of the Shares not
purchased by Xxxxxxx
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X. Xxxxxxxx or the Evercore Entities under the same applicable
terms and conditions."
6. Sections 2.13, 2.14 and 2.15 of the Employment Agreement
are deleted in their entirety.
7. Section 3.1 of the Employment Agreement is deleted in its
entirety and replaced with the following:
"3.1 Entire Agreement. The parties to this Agreement
acknowledge that they have concurrently executed the
Stockholder Agreement. In any circumstance where
there is a conflict between the provisions of the
Stockholder Agreement and this Agreement, the
provisions of the Stockholder Agreement shall
prevail, but only so long as the Stockholder
Agreement is in force and effect. Capitalized terms
not defined herein shall have the meaning set forth
in the Stockholder Agreement. Without limiting the
generality of the foregoing, this Agreement and the
Stockholder Agreement embody the entire agreement
between the parties hereto regarding to the subject
matter hereof, and shall supersede any and all prior
agreements whether written or oral relating to
employment and/or Shares of the Company owned by
Employee, and shall be binding upon Employee and
Employee's heirs, legatees, legal representatives,
successors, donees, transferees and assigns, and
Employee does hereby authorize and obligate
Employee's executors, heirs and legatees to comply
with the terms of this Agreement. The parties shall
not be bound by or be liable for any statement,
representation, promise, inducement or understanding
of any kind or nature regarding the subject matter
hereof which is not set forth herein. No changes,
amendments or modifications of any of the terms or
conditions of this document
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shall be valid unless reduced to writing and signed
by all parties hereto, the Company being represented
by its President or his designee."
8. Section 3.7 of the Employment Agreement is deleted in its
entirety and replaced with the following:
"3.7 Termination. The terms and conditions of Sections
1.0 to 1.4 of this Agreement shall terminate on
November 17, 2003."
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IN WITNESS WHEREOF, the parties hereto have set forth their
hand and seal on the day, month and year first above written in multiple
originals, each of which shall have the same force and effect as if it were the
same original.
WITNESSES: ENERGY PARTNERS, LTD.
By:
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Name: Name: Xxxxxxx Xxxxxxxx
Title: President and Chief
Executive Officer
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Name:
WITNESSES:
By:
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Name: Name:
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Name:
WITNESSES: ACKNOWLEDGED AND AGREED
TO THE TERMS HEREOF:
By:
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Name: Spouse
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Name:
