EXHIBIT 10.5
ENERGY PARTNERS, LTD.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
[GRANT DATE] GRANT
NAME NUMBER OF EXERCISE PRICE EXPIRATION
SHARES PER SHARE DATE
[DIRECTOR NAME] 4,000 [PRICE PER SHARE] [EXPIRATION DATE]
This Agreement confirms the award of a stock option to you by Energy
Partners, Ltd. (the "Company") under the Company's 2000 Stock Option Plan for
Non-Employee Directors (the "Plan"), to purchase 4,000 shares of the Company's
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. OPTION PERIOD
Your right to exercise this Option shall continue in effect through the
ten (10) year anniversary date of the Date of Grant (the "Expiration
Date"), subject to earlier termination due to your ceasing to be a
director of the Company, as outlined in Paragraph 7 of this Agreement.
3. VESTING AND EXERCISE
This Option is fully vested and immediately exercisable upon the Date
of Grant with respect to all of the shares covered by this Option.
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
presently at 000 Xx. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxx
00000. 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.
5. DATE OF EXERCISE
The Date of Exercise of this Option shall be the date that the Notice
of Exercise, accompanied by payment of the Purchase Price, as set forth
in Paragraph 6, 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").
The Purchase Price 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 6 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 will be specified by the Company from time to time and
available upon request of any optionee.
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 that the broker properly
deliver to the Company the total Purchase Price. Procedures for
"Cashless Exercise" will be specified by the Company from time to
time and will be available upon request of any optionee.
7. EXERCISE AFTER CESSATION OF SERVICE
a) If you cease to be a director of the Company for any reason, this
Option may be exercised for a period of up to 36 months following
the date of your cessation of service as a director, but in no
event beyond the Expiration Date.
b) If you cease to be a director as a result of your death, this
Option may be exercised by the beneficiary designated by you in a
writing filed with the Company or, if no such designation is made,
by the person or persons to whom your rights have passed by will
or applicable law.
c) If you become disabled, this Option may be exercised by your legal
representative.
8. NON-TRANSFERABLE
This Option shall not be transferable or assignable by you, other than
as provided in Paragraph 7(b) of this Agreement.
9. 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
splits, dividends or distributions or other 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.
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; (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 be retained as a director of 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 of the Plan, the
Plan shall control and govern.
11. COMPLIANCE WITH APPLICABLE LAW
Notwithstanding anything herein to the contrary, this Option shall not
be exercisable and the Company shall not be obligated to cause to be
issued or delivered any certificates evidencing shares pursuant to the
exercise of this Option, if the Company determines that the exercise of
such Option or the issuance and delivery of such certificates may be in
violation of any law or regulation of any governmental or regulatory
authority. The Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as now in effect or
as hereafter amended) or to take any other action in order to cause the
exercise of this Option and issuance and delivery of such certificates
to comply with any such law or regulation.
ENERGY PARTNERS, LTD.
BY:
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XXXXXXX X. XXXXXXXX
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
ATTEST:
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XXXX X. XXXXX
CORPORATE SECRETARY
ACCEPTED:
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[DIRECTOR NAME]
