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Exhibit 10.2
THIRD
AMENDMENT TO
ENERGY PARTNERS,
LTD.
CHANGE OF CONTROL SEVERANCE
PLAN
The Energy Partners, Ltd. Change of Control
Severance Plan, as amended by the First and Second Amendments
thereto, is hereby amended in the following respects:
1. The last sentence
of subsection (h) of Section 2 is amended to read in its entirety
as follows:
“A
termination of employment by the Participant shall not be
considered to be for Good Reason unless (i) the Participant
provides 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 the Participant has knowledge of the condition
constituting Good Reason.”
2. The sentence of
Section 5 added by item 5 of the First Amendment thereto is deleted
in its entirety.
3. Section 7 is
amended by adding the following sentence after the first sentence
thereof:
“Any
reduction pursuant to the preceding sentence shall be made by
reducing first the severance benefit described in Section 5(a) of
this Plan.”
4. The third sentence
of Section 7 (which was the second sentence prior to the amendment
made pursuant to item 3 above) is amended to read in its entirety
as follows:
“If, as a
result of subsequent events or conditions (including a subsequent
payment or absence of a subsequent payment under this Plan or other
plans, programs, arrangements or agreements maintained by the
Company or one of its affiliates), it is determined that payments
un
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