Exhibit 99.1
AGREEMENT AMENDING
EMPLOYMENT AND STOCK OWNERSHIP AGREEMENT
BY AND BETWEEN
ENERGY PARTNERS, LTD. AND
XXXXX X. XXXXXX
THIS AGREEMENT (the "Agreement"), entered into in Houston, Texas on this
16th day of March, 2004, by and between Xxxxx X. Xxxxxx, an individual of the
full age of majority domiciled in Xxxxxx County, State of Texas (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 Chief Executive Officer, Xxxxxxx X.
Xxxxxxxx.
WHEREAS, Employee and Company entered into an Employment and Stock
Ownership Agreement (hereinafter called the "Employment Agreement") on January
15, 2002; and
WHEREAS, Employee and Company desire to amend the Employment Agreement as
hereinafter set forth;
NOW, THEREFORE, Employee and Company do hereby agree as follows:
1. The first sentence of Section 1.1 of the Employment Agreement shall be
amended, effective as of the date of execution of this Agreement, to read as
follows:
"In consideration for the compensation and other benefits set forth in
Section 1.2 and other provisions of this Agreement, the Company agrees to
employ and Employee agrees to be employed by the Company for a period of
five (5) years beginning on January 15, 2002 (the "Term"), unless
Employee's employment hereunder sooner terminates pursuant to Section 1.4,
1.4A, 1.5, 1.6 or 1.7."
2. The first sentence of Section 1.2 of the Employment Agreement shall be
amended, effective as of the date hereof, to read as follows:
"As compensation, Employee will receive an annual salary of $245,000
payable in accordance with the normal payroll practices of Company."
3. In consideration of Employee's agreement to extend the term of the
Employment Agreement as set forth in this Agreement, Employee shall receive,
effective as of the date of execution of this Agreement, a grant of restricted
shares (the "Restricted Shares") under Company's Amended and Restated 2000 Long
Term Stock Incentive Plan (the "Stock Incentive Plan") covering such number of
shares of common stock of Company as equals $1,000,000 divided by the closing
price of a share of common stock of Company on the New York Stock Exchange on
the date of execution of this Agreement (rounding such number of Restricted
Shares to the nearest whole number). Such Restricted Shares shall vest on
January 14,
2007, provided Employee remains in the employment of Company continuously
through that date, subject to earlier vesting in the event Employee's employment
with Company is terminated by Company without "Cause" (as defined in the
Employment Agreement), terminates by reason of a "determination of disability"
(as defined in the Employment Agreement) or death or in the event of a "Change
of Control" (as defined in the Stock Incentive Plan), or is terminated by
Employee for Good Reason (as defined below). If Employee's employment terminates
or is terminated for any reason other than as described in the preceding
sentence, he shall forfeit all of the unvested Restricted Shares awarded
pursuant to this Section 3. The Restricted Shares awarded pursuant to this
Section 3 shall be subject to all the terms and conditions of the Stock
Incentive Plan.
4. A new section 1.4A is hereby added to the Employment Agreement to read
as follows:
"1.4A Termination Without Cause or by Employee for Good Reason. Upon a
termination of Employee's employment by the Company without Cause, or by
the Employee for Good Reason, as defined below, the Company shall be
obligated to pay, and the Employee shall be entitled to receive, the salary
specified in Section 1.2 and the medical, dental and disability benefits
that Employee would have received had he remained employed for the full
remaining Term. For purposes of this Agreement, "Good Reason" for
termination shall exist if, without the consent of Employee, any of the
following events occur:
(a) a reduction in Employee's base salary, or the elimination or
reduction of a benefit under any employee benefit plan or program of the
Company or any subsidiary in which he participates, other than an
elimination or reduction that affects other senior executive officers in a
similar way;
(b) the loss of any of Employee's titles or positions, a significant
diminution in Employee's duties and responsibilities or the assignment to
Employee of duties and responsibilities inconsistent with his titles or
positions; or
(c) a material breach by the Company of this Agreement, which breach
continues for more than thirty (30) days following written notice given by
Employee to the Company.
A termination of employment by Employee shall not be considered to be
for Good Reason unless the termination occurs within sixty (60) days after
Employee has knowledge of the event constituting Good Reason."
5. Sections 1.8 and 1.9 of the Employment Agreement are hereby amended to
read as follows:
"1.8 Non-Competition. Employee and Company acknowledge that the Company is
and has been engaged in the business of exploration and production of oil
and gas related activities in the Gulf of Mexico and that the Company will
provide Employee with confidential information regarding the Company and
the Company's
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business. In return for this and other consideration provided under this
Agreement, Employee agrees that he will not compete, directly or through
any instrumentality, with the Company by engaging in any activity
whatsoever (i) as to any of the lease blocks and leases in which the
Company owns an interest on the date of termination, for a period of two
(2) years following Employee's termination of employment with the Company,
and (ii) as to prospects of the Company which, on the date of termination,
either (y) are subject to confidentiality agreements that have been entered
into by the Company within the six (6) month period ending on the date of
termination or (z) have been the subject of a bid by the Company as to a
block or tract as to which all bids have been rejected by the relevant
federal or state leasing authority, until the earlier of (A) the date two
(2) years following Employee's termination of employment with the Company
or (B) the expiration of the confidentiality agreement applicable to the
particular prospect. The Company will furnish Employee a list of such
blocks, leases and prospects promptly upon termination of employment."
"1.9 Non-Solicitation. Employee agrees that, for a period of two (2) years
following Employee's termination of employment with the Company, he shall
not, directly or indirectly, (a) solicit or otherwise attempt to induce any
person who is at the time of such solicitation or attempt an employee of
the Company or any of its subsidiaries or affiliates to discontinue his or
her relationship with the Company or any of its subsidiaries or affiliates
or to solicit any such employee of the Company to enter into an employment
relationship with any person or entity or (b) cause or attempt to cause any
third party then under contract with the Company to modify its business
relationship with the Company in any manner adverse to the Company."
6. Except as amended by the Agreement, the Employment Agreement shall
remain in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have set forth their hands 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 sole original.
WITNESSES: ENERGY PARTNERS, LTD.
/s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx,
Chief Executive Officer
/s/ Xxxxxxxxx XxXxxxxx
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/s/ Xxxxxxx Xxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx
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