EXHIBIT 10.3
ENERGY PARTNERS, LTD.
AMENDED AND RESTATED 2000 LONG TERM
STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION
[GRANT DATE] GRANT
NUMBER EXERCISE
OF PRICE EXPIRATION
NAME SHARES PER SHARE DATE
[EMPLOYEE] [SHARES] [PRICE PER SHARE] [EXPIRATION DATE]
This Agreement (this "Agreement") confirms the award of a stock option to
you by Energy Partners, Ltd. (the "Company") under the Company's Amended and
Restated 2000 Long Term Stock Incentive Plan (the "Plan"), to purchase ______
shares of the Company's Common Stock, $.01 par value per share, (the "Common
Stock") at the exercise price of $______ per share, upon the terms and
conditions outlined below and the terms and conditions of the Plan (this
"Option"). A copy of the Plan has been delivered to you and is available upon
request.
This Option is awarded as a nonqualified stock option and is not an
incentive stock option pursuant to Section 422 of the Internal Revenue Code of
1986, as amended. The terms used in this Agreement shall have the same meaning
as in the Plan, unless the context requires otherwise.
A summary of the terms and conditions of this Option follows:
1. DATE OF GRANT
2. EXPIRATION DATE
Your right to exercise this Option (to the extent vested) shall continue
in effect through the day that is ten (10) years from the Date of Grant:
____________ (the "Expiration Date"), subject to earlier termination under
certain circumstances, as outlined in Paragraph 7 of this Agreement.
3. VESTING AND EXERCISE
Your right to purchase shares of Company Common Stock under this Option
shall be exercisable only to the extent that this Option has vested. This
Option shall vest and become exercisable upon the following schedule:
VESTING SCHEDULE
a) One third (1/3) of the shares covered by this Option vests on 1st
anniversary of the Date of ▇▇▇▇▇;
b) One third (1/3) of the shares covered by this Option vests on the
2nd anniversary of the Date of Grant; and
c) The final one third (1/3) of the shares covered by this Option vests
on the 3rd anniversary of the Date of ▇▇▇▇▇.
4. NOTICE OF EXERCISE
Exercise of this Option shall be by written notice delivered or mailed to
the Corporate Secretary of the Company at its executive offices, which are
presently at ▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇. [This Option may not be exercised as to less than 100 shares at any
one time unless the remaining shares then exercisable under this Option
total less than 100 shares.] The Notice of Exercise shall be made on a
form the same as Exhibit "A" to this Agreement.
5. DATE OF EXERCISE
The Date of Exercise of this Option shall be the date on which the Notice
of Exercise, accompanied by full payment of the Purchase Price as set
forth in Paragraph 6 below, are received by the Company.
6. PAYMENT OF PURCHASE PRICE
Each Notice of Exercise shall be accompanied by a check payable to the
order of the Company ("Cash Payment") in the amount of the number of
shares to be purchased under this Option multiplied by the Exercise Price
per share of this Option (the "Purchase Price").
Page 2 of 7
As alternatives to a Cash Payment, the Purchase Price for the shares
covered by this Option may also be paid as follows:
a) IN-KIND EXERCISE - In lieu of part, or all, of a Cash Payment, the
Purchase Price may be paid in shares of the Company's Common Stock
owned by you for at least six months having a fair market value
(determined in accordance with the Plan) as of the Date of Exercise
equal to the Purchase Price. Procedures for 'In-Kind' Exercise may
be specified by the Company from time to time and will be available
upon request from the Corporate Secretary of the Company. Procedures
for 'In-Kind' Exercise may differ for "executive officers" of the
Company, as defined under Section 16(b) of the Securities and
Exchange Act of 1934, as amended.
b) CASHLESS EXERCISE - In lieu of part, or all, of a Cash Payment, you
may deliver a properly executed Notice of Exercise, together with
irrevocable instructions to a broker to deliver to the Company the
total Cash Payment. Procedures for 'Cashless Exercise' may be
specified by the Company from time to time and will be available
upon request from the Corporate Secretary of the Company.
7. LIMITATIONS ON VESTING AND EXERCISE
a) TERMINATION OF EMPLOYMENT
Except for the circumstances provided for in Paragraph 7 (b) below, if
your employment with the Company terminates for any reason whatsoever, all
shares that have not vested under this Option as of the date your
employment terminates shall be immediately forfeited. This Option may be
exercised as to any shares that have vested under this Option as of the
date your employment terminates, but only for a period of thirty (30) days
from the date your employment with the Company terminates (and in no event
beyond the Expiration Date). Any shares vested under this Option which are
not exercised on or before the earlier of the Expiration Date or thirty
(30) days after the date of termination of employment are forfeited and
this Option shall be null and void and without further effect.
Page 3 of 7
b) DEATH, DISABILITY OR RETIREMENT
If you die, become disabled (as defined below), or retire (as defined
below) while employed by the Company, the period during which this Option
may vest will be extended through December 31st of the year in which you
die, become disabled or retire. All shares that will not have vested under
this Option on or before December 31st of the year in which you die,
become disabled or retire shall be forfeited as of the date you die,
become disabled or retire. With respect to all shares vested under this
Option on or before December 31st of the year in which you die, become
disabled or retire, this Option may be exercised for a period of three (3)
years from the date that you die, become disabled, or retire (but in no
event beyond the Expiration Date). Any shares vested under this Option but
not exercised on or before the earlier of the Expiration Date or the date
that is three (3) years from the date of your death, disability or
retirement are forfeited and this Option shall be null and void and
without further effect.
In the event of your death, your beneficiary(s) (as defined below), may
exercise this Option.
If you become disabled, this Option may be exercised by your legal
representative.
c) DEFINITIONS
For purposes of this Option, "beneficiary" is defined as the person(s) or
trust(s) designated by you in a writing filed with the Company or, if no
such designation is made, the person(s) or trust(s) entitled by will or by
the laws of descent and distribution to receive the benefits of this
Option.
For purposes of this Option, "disability" is defined as your inability,
due to physical or mental impairment, for ninety (90) days, whether or not
consecutive, during any 360-day period, to perform the duties and
functions for which you were employed by the Company, or such other
circumstances as the Compensation Committee shall determine in its
discretion.
For purposes of this Option, "retirement" is defined as voluntary
termination of employment at or after age 55 with at least 5 years of
service.
Page 4 of 7
8. CHANGE OF CONTROL
Notwithstanding anything to the contrary contained in this Option, if a
Change of Control (as defined in the Plan) occurs, this Option, or any
portion thereof, which has not vested as of the date of such Change of
Control and which was not forfeited prior to the date of the Change of
Control shall immediately vest and all shares that are the subject of this
Option shall, as of the date of such Change of Control, become immediately
exercisable and may be exercised through the Expiration Date of this
Option.
9. NON-TRANSFERABLE
This Option is not transferable or assignable, except to your beneficiary
in the event of your death, as provided in Paragraph 7 of this Agreement.
10. RIGHTS AS SHAREHOLDER
You shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Company with respect to the shares covered by this
Option until you exercise this Option. No adjustments shall be made for
cash dividends, distributions or other similar rights for which the record
date is prior to the date on which the shares covered by this Option are
actually issued to you. Certificates evidencing shares acquired by you
pursuant to this Option will be forwarded to you by the Company's Transfer
Agent as soon as reasonably practicable after your exercise of this
Option.
11. 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; (d) shall in no way affect your participation
or benefits under any other plan or benefit program maintained or provided
by the Company; and (e) shall not be construed as giving you any right to
continued employment with the Company. This Agreement does not, nor shall
it be construed to, alter, modify or amend the Plan. In the event of any
inconsistency or conflict between any term, condition or provision of this
Agreement and the Plan, the Plan shall control and govern.
12. COMPLIANCE WITH APPLICABLE LAW
Page 5 of 7
Notwithstanding anything herein to the contrary, this Option shall not be
exercisable and the Company shall not be obligated to issue or deliver any
certificate evidencing shares covered by this Option, if the Company
determines that the exercise of such Option and/or the issuance and
delivery of such certificate may be in violation of any law or regulation
of any governmental or regulatory authority. Without limitation on the
foregoing, the Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933, as amended, or to take
any other action in order to cause the exercise of this Option and/or the
issuance and delivery of any share certificate to comply with any federal,
state or other law or regulation.
13. WITHHOLDING
The Company, if required, will withhold taxes on any income as a result of
the exercise of this Option or will take a cash payment from you for the
withholding. The Company will permit you to elect whether to pay cash to
cover the withholding or have shares withheld to cover the withholding.
ENERGY PARTNERS, LTD.
BY: ________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
CHAIRMAN, PRESIDENT AND
Page 6 of 7
CHIEF EXECUTIVE OFFICER
ATTEST:
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇
CORPORATE SECRETARY
I ACCEPT THE OPTION GRANT AND EACH OF THE TERMS AND CONDITIONS THEREOF AS STATED
ABOVE AND IN THE PLAN:
__________________________________
[EMPLOYEE NAME]
DATE: ___________________________
Page 7 of 7
