AMENDMENT TO CASH-SETTLED RESTRICTED SHARE UNIT AGREEMENT GRANTED TO PHILLIP A. GOBE
Exhibit
10.4
AMENDMENT
TO
GRANTED
TO XXXXXXX X. XXXX
The
Cash-Settled Restricted Share Unit Agreement providing for the grant of
Restricted Share Units to Xxxxxxx X. Xxxx on May 30, 2007 under the Energy
Partners, Ltd. 2006 Long Term Stock Incentive Plan are hereby amended in the
following respects:
1. Section
5
is hereby amended to read in its entirety as follows:
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“5.
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Termination
of Employment - In the event of the termination of your employment for
any reason other than your retirement (as defined below) during the
Restricted Period, all Restricted Share Units which have not vested
pursuant to Section 4 above shall be forfeited and the Company may
take
any action necessary to effect such forfeiture without further notice
to
you. Except as hereafter provided in this Section 5, if
your employment with the Company terminates as a result of your retirement
(as defined below), your Restricted Share Units shall continue to
vest in
accordance with Section 4 above. However, if your
employment with the Company terminates as a result of your retirement
and
you thereafter ‘change your retirement status’ prior to the date on which
all Restricted Share Units have vested, any Restricted Share Units
which
have not vested pursuant to Section 4 above shall be forfeited and
the Company may take any action necessary to effect such forfeiture
without any further notice to you. For purposes of this Section
5, ‘retirement’ shall mean a termination of your employment that is
described as a retirement by the Company in any press release issued
by it
or in any document filed by it with the Securities and Exchange
Commission. For purposes of this Section 5, you will be
considered to ‘change your retirement status’ if you commence full-time
employment as an executive with a business enterprise engaged directly
or
through one or more subsidiaries in the oil and gas exploration and
production business or commence service on the board of directors
of such
a business enterprise.”
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2. Section
6
is hereby amended to read in its entirety as follows:
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“6.
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Payment
- If any Restricted Share Units vest pursuant to Section 4 above,
certificate(s) evidencing the shares of Company Common Stock represented
by those Restricted Share Units shall be delivered to you on the
vesting
date. Notwithstanding the foregoing, pursuant to Section 409A
of the Internal Revenue Code of 1986, as amended, if you are a ‘specified
employee’ (within the meaning of said Section 409A and the regulations
thereunder) at the time of your retirement (as defined in Section
5
above), no payment may be made to you under this Agreement on account
of
your retirement earlier than the date which is 6 months after the
date of
your retirement (or, if earlier than the end of such 6-month period,
the
date of your death).”
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ENERGY
PARTNERS, LTD.
By: ____________________________ Date: _______________
Attest:
I
HEREBY AGREE TO THIS AMENDMENT TO MY CASH-SETTLED RESTRICTED SHARE UNIT AGREEMENTS
_________________________________ Date: _______________
Xxxxxxx
X. Xxxx
