0000904080-04-000073 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 19th, 2004 • Stone Energy Corp • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of_____________, _____, between STONE ENERGY CORPORATION, a Delaware corporation (the “Company”), and _________________ (the “Employee”).

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NONEMPLOYEE DIRECTOR’S RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 19th, 2004 • Stone Energy Corp • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of this day_____________, _____, between STONE ENERGY CORPORATION, a Delaware corporation (the “Company”), and _________________ (the “Director”).

NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • November 19th, 2004 • Stone Energy Corp • Crude petroleum & natural gas • Delaware

To carry out the purposes of the STONE ENERGY CORPORATION 2004 AMENDED AND RESTATED STOCK INCENTIVE PLAN (the “Plan”), by affording Employee the opportunity to purchase shares of common stock of the Company (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:

NONEMPLOYEE DIRECTOR’S STOCK OPTION AGREEMENT
S Stock Option Agreement • November 19th, 2004 • Stone Energy Corp • Crude petroleum & natural gas • Delaware

To carry out the purposes of the STONE ENERGY CORPORATION 2004 AMENDED AND RESTATED STOCK INCENTIVE PLAN (the “Plan”), by affording Director the opportunity to purchase shares of common stock of the Company (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Director hereby agree as follows:

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