Exhibit 10.1
ENERGY PARTNERS, LTD. Letterhead
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October 19, 2004
Xx. Xxxxxxx X. Xxxx
00000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Dear Xxxxxxx:
This letter serves to confirm the offer of employment to you for the position of
Chief Operating Officer of Energy Partners, Ltd. (the "Company").
The following represent the terms and conditions of this offer:
o Commencement date on December 6, 2004 (or such other date in close
proximity thereto as shall be mutually agreed between us).
o Starting base salary of $300,000 annually.
o Annual bonus target of 65% of base pay.
o The grant on the commencement date of your employment of an option
with a ten year term to purchase 50,000 shares of Common Stock of the
Company that will vest in one-third increments on each of the first
three anniversaries of the date of grant at an exercise price equal to
the closing price of the Company's Common Stock on the date of grant
(a detailed Stock Option Agreement containing standard terms
consistent with the foregoing will be provided shortly after your
commencement of employment).
o The award on the commencement date of your employment of 40,000
Restricted Share Units that will vest on the third anniversary of your
date of employment (likewise, a Restricted Share Unit Agreement
containing standard terms consistent with the foregoing will be
provided shortly after your commencement of employment).
o Provision for a Change of Control payment under the circumstances set
forth in the attached Exhibit A.
o Commencing in 2005, you will be eligible for twenty-five days of
vacation annually.
o Relocation assistance to be provided on the terms set forth in the
Relocation form being provided to you separately.
In addition to your compensation, you will be entitled to participate in any
plans sponsored by the Company, including medical, dental, disability and life
insurance plans, subject in each instance to applicable conditions and waiting
periods. The Company also sponsors a 401(k) plan in which you will be eligible
to participate on the terms provided in the plan documents. A
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summary of the benefit plans and a copy of the 401(k) Summary Plan description
are being provided to you separately.
The Company, as do most employers, expressly reserves the right to discontinue
or amend the nature or amount of any of the compensation or benefit
plans/programs/policies/practices that it offers. Also, your employment at the
Company will be on an "at will" basis, meaning that you or the Company may
terminate this employment relationship at any time, with or without reason.
If you have any questions, please call me. We are very pleased to make this
offer to you and are looking forward to you joining our team.
Please acknowledge your acceptance of this offer by signing below and returning
one copy to the undersigned, whereupon this shall constitute a binding agreement
between us.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chairman, President and
Chief Executive Officer
ACCEPTED AND AGREED
this 19th day of October, 2004.
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
EXHIBIT A
BENEFITS FOLLOWING CHANGE OF CONTROL
In the event that (i) there is a "Change of Control" and (ii) your employment
terminates within two years following said "Change of Control" either by reason
of an involuntary termination by the Company without "Cause" or voluntary
termination by you for "Good Reason", you will be entitled to receive:
(1) a cash lump sum within 30 days following such termination of
employment in an amount equal to 3 times the sum of (A) your annual
rate of base salary for the year of your termination of employment and
(B) your average annual bonus for the three years preceding such
termination of employment (or, if you were employed for less than
three years, the greater of your average annual bonus for all of your
prior years of employment or your target bonus for the year of your
termination of employment), and
(2) the Company shall continue to provide you for a period of 18 months
following termination of your employment with the same level of
medical and life insurance benefits as you were receiving immediately
prior to the termination of employment, provided, however, that as a
condition for receiving such benefits you will be required to pay for
such benefits the same portion of the required premium for such
coverage that you were required to pay immediately before termination
of your employment.
In addition, in the event of a "Change of Control", all stock options and
shares of restricted stock granted by the Company will become fully vested
and will (in the case of stock options) become fully exercisable and (in
the case of restricted stock) all restrictions will lapse.
For purposes of this Exhibit A, the following definitions shall apply:
(1) "Change of Control" shall have the same meaning as set forth in
Section 7(b)(i) of the Energy Partners, Ltd. Amended and Restated 2000
Long Term Stock Incentive Plan, as amended.
(2) "Cause" shall mean (i) your conviction of a felony, (ii) dishonesty,
(iii) failure to perform your duties, (iv) insubordination, (v) theft,
(vi) wrongful disclosure of confidential information, (vii) conflict
of interest that is undisclosed and not approved by the Company's
Board of Directors, (viii) violation of written Company policies
applicable to all employees, or (ix) engaging in any manner, directly
or indirectly, in a business that competes with the business of the
Company in any capacity that is undisclosed and not approved by the
Company's Board of Directors.
(3) "Good Reason" for termination shall exist if, without your consent,
any of the following events occur:
(a) a reduction in your 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 you participate, other than an
elimination or reduction that affects other senior executive
officers in a similar way;
(b) 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
(c) any requirement that you relocate outside the greater New
Orleans, Louisiana metropolitan area.
A termination of employment by you shall not be considered to be for
Good Reason unless the termination occurs within sixty (60) days after
you have knowledge of the event constituting Good Reason.
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