Richard A. Bachmann Chairman and Chief Executive Officer Direct (504)799-1944 Fax: (504)569-1874 bachmann@eplweb.com
Exhibit 10.8
Xxxxxxx
X. Xxxxxxxx
Chairman
and
Chief
Executive Officer
|
Direct
(000)000-0000
Fax:
(000)000-0000
xxxxxxxx@xxxxxx.xxx
|
November
12, 2008
Xx.
Xxxxxx XxXxxxx
000
Xxxxxxx Xxxx
Mandeville,
LA 70471
Dear
Xxx:
By a letter agreement dated November
29, 2007 (the “Letter Agreement”), Energy Partners, Ltd. (the “Company”) agreed
to pay you certain benefits subject to the terms and conditions set forth in the
Letter Agreement. We have now decided to amend the Letter Agreement to delete
the definition of “Good Reason” appearing in Exhibit A to the Letter Agreement
and substitute the following definition of “Good Reason”:
“‘Good Reason’ for termination
shall exist if, without your consent, any of the following events
occur:
(i) a
reduction in your base salary, or the elimination or significant reduction of a
material benefit under any employee benefit plan or program of the Company or
any of its subsidiaries in which you participate, other than an elimination or
reduction that affects other senior executive officers in a similar
way;
(ii) the
loss of any of your titles or positions, a significant diminution in your duties
and responsibilities or the assignment to you of duties and responsibilities
inconsistent with your titles or positions; or
(iii) any
requirement that you relocate to an office which is more than 35 miles in
driving distance from the office at which you are employed immediately prior to
the Change of Control.
Notwithstanding
the foregoing, if the Company ceases to be a public company, an event otherwise
described in clause (ii) above shall not be deemed to have occurred merely
because your title, position, duties or responsibilities are changed in
connection with the Company’s ceasing to be a public company, provided your
authority, functions, duties and responsibilities otherwise remain substantially
the same as the authority, functions, duties and responsibilities of a person
with your position (determined before the change) within a comparably sized
independent private energy company.
A
termination of employment by you shall not be considered to be for Good Reason
unless (i) you provide written notice to the Company of the existence of the
condition constituting Good Reason and the Company fails to remedy the condition
within
thirty
(30) days after receiving such notice and (ii) the termination of employment
occurs within sixty (60) days after you have knowledge of the event constituting
Good Reason.”
Except as
modified by this letter, the Letter Agreement will remain in full force and
effect in accordance with its terms.
By
signing this letter, you agree to the amendment of the Letter Agreement set
forth in this letter.
Sincerely,
/s/ Xxxxxxx X.
Xxxxxxx
Xxxxxxx
X. Xxxxxxx
Chairman
and
Chief
Executive Officer
ACCEPTED
AND AGREED
This 13th
day of November 2008
/s/ Xxxxxx
XxXxxxx
Xxxxxx
XxXxxxx
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