ENERGY PARTNERS, LTD. CASH-SETTLED RESTRICTED SHARE UNIT AGREEMENT
Exhibit
10.1
ENERGY
PARTNERS, LTD.
2006
LONG TERM STOCK INCENTIVE PLAN
CASH-SETTLED
RESTRICTED SHARE UNIT AGREEMENT
NAME
|
NUMBER
OF RESTRICTED SHARE
UNITS |
GRANT
DATE
|
This
Agreement confirms the grant to you of
Restricted Share Units
with respect to Common Stock of Energy Partners, Ltd. (the “Company”) under the
Company’s 2006 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 “Restricted Share Units” shall refer only to
the restricted share units granted pursuant to this Agreement.
1.
|
Restricted
Share Units - Each Restricted Share Unit shall represent the right to
receive in cash the Fair Market Value of one share of Common Stock
of the
Company at the end of the Restricted Period (as hereinafter defined)
if
and only if you vest in such Restricted Share Unit pursuant to
Section 4 below. The Restricted Period with respect to
each Restricted Share Unit is the period beginning on the grant date
of
the Restricted Share Units and ending on the date on which the applicable
Restricted Share Unit becomes payable pursuant to Section 6 below or
is forfeited pursuant to Section 5
below.
|
2.
|
No
Rights as Shareholder - You shall have none of the rights of a
shareholder of the Company with respect to any shares of Common Stock
of
the Company by reason of this award of Restricted Share
Units.
|
3.
|
Non-transferable
- You may not sell, transfer, assign, pledge, or otherwise encumber
or
dispose of any Restricted Share
Units.
|
4.
|
Vesting
- Your Restricted Share Units shall vest as
follows: (i) as to one-third of the Restricted Share Units
on ,
(ii) as to an additional one-third of the Restricted Share Units on
,
and (iii) as to the remaining one-third of the Restricted Share Units
on
; provided, however, that all of the Restricted Share Units
shall become 100% vested upon a Change of Control (as defined in
Exhibit A
to this Agreement).
|
5.
|
Termination
of Employment -In the event of your termination of employment for any
reason 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
any further notice to you.
|
6.
|
Payment
- If any Restricted Share Units vest pursuant to Section 4 above, you
shall receive in cash an amount equal to the product of (i) the Fair
Market Value of a share of Company Common Stock on the applicable
vesting
date and (ii) the number of Restricted Share Units vesting on that
vesting
date. Such payment shall be made within 60 days after the
applicable vesting date.
|
7.
|
No
Dividend Equivalents - You shall not receive any dividend equivalents
in respect of the Restricted Share Units to reflect any dividends
payable
on shares of Company Common Stock during the Restricted
Period.
|
8.
|
Unsecured
Creditor Status - This grant of Restricted Share Units constitutes a
mere promise by the Company to pay you the benefits described in
this
grant (to the extent vested). You shall have the status of a
general unsecured creditor of the Company with respect to the benefits
payable under this grant.
|
9.
|
Withholding
- The Company will withhold taxes on any income realized in connection
with the Restricted Share Units.
|
10.
|
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.
|
-2-
ENERGY
PARTNERS, LTD.
|
By:
______________________________
Name:
Title:
|
Accepted:
_____________________________
Witness:
______________________________
Date: __________________________
-3-
EXHIBIT
A
“Change
of Control” means and shall be deemed to have occurred if:
(a) any
person (within the meaning of the Securities Exchange Act of 1934, as amended
from time to time), other than the Company or a Related Party, is or becomes
the
“beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended from time to time), directly or indirectly, of Voting
Securities representing 25 percent or more of the total voting power of all
the then-outstanding Voting Securities; or
(b) the
individuals who, as of May 4, 2006, constitute the Board of Directors of
the Company, together with those who first become directors subsequent to such
date and whose recommendation, election or nomination for election to the Board
of Directors of the Company was approved by a vote of at least a majority of
the
directors then still in office who either were directors as of May 4, 2006
or whose recommendation, election or nomination for election was previously
so
approved (the “Continuing Directors”), cease for any reason to constitute a
majority of the members of the Board of Directors of the Company;
or
(c) a
merger, consolidation, recapitalization or reorganization of the Company or
a
Subsidiary, reverse split of any class of Voting Securities, or an acquisition
of securities or assets by the Company or a Subsidiary is consummated, other
than (I) any such transaction in which the holders of outstanding Voting
Securities immediately prior to the transaction receive (or, in the case of
a
transaction involving a Subsidiary and not the Company, retain), with respect
to
such Voting Securities, voting securities of the surviving or transferee entity
representing more than 50 percent of the total voting power outstanding
immediately after such transaction, with the voting power of each such
continuing holder relative to other such continuing holders not substantially
altered in the transaction, or (II) any such transaction which would result
in a
Related Party beneficially owning more than 50 percent of the voting securities
of the surviving entity outstanding immediately after such transaction;
or
(d)
the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets other than any such transaction which
would result in a Related Party owning or acquiring more than 50 percent of
the
assets owned by the Company immediately prior to the transaction.
For
purposes of this definition of “Change of Control”:
(i) “Related
Party” means (a) a majority-owned subsidiary of the Company; (b) an employee or
group of employees of the Company or any majority-owned subsidiary of the
Company; (c) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any majority-owned subsidiary of the Company;
or
(d) a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportion as their ownership of Voting
Securities.
A-1
(ii) “Voting
Securities” means any securities of the Company which carry the right to vote
generally in the election of directors.
A-2