Exhibit 10.43
AMENDMENT TO
NONQUALIFIED STOCK
OPTIONS
GRANTED TO PHILLIP A.
GOBE
The Nonqualified Stock Options
granted to Phillip A. Gobe under the Energy Partners, Ltd. 2006
Long Term Stock Incentive Plan on December 6,
2004, March 17, 2005, July 22,
2005, March 16, 2006, March 23,
2006, August 3, 2006 and May 30, 2007 are hereby
amended in the following respects:
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1.
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Subparagraph
(b) of Paragraph 7 is amended to read in its entirety as
follows:
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“(b)
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Death,
Disability or Retirement
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“If you die or become disabled
(as defined below) while employed by the Company, the period during
which this Option may vest will be extended through
December 31 st of
the year in which you die or become disabled. All shares that will
not have vested under this Option on or before
December 31 st of
the year in which you die or become disabled shall be forfeited as
of the date you die or become disabled. With respect to all shares
vested under this Option on or before December 31
st of the year in which you die or become disabled,
this Option may be exercised for a period of three (3) years
from the date that you die or become disabled (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 or disability 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.
“Except as hereafter provided
in this subparagraph (b), if your employment with the Company
terminates as a result of your retirement (as defined below), this
Option shall continue to vest and become exercisable in accordance
with the schedule set forth in Paragraph 3 of this Agreement and
may be exercised (to the extent vested and exercisable at the
applicable time) for a period of three (3) years beginning on
the date of your retirement (but in no event beyond the Expiration
Date). Any shares under this Option as to which this Option is not
exercised on or before the earlier of the Expiration Date or the
last day of the three (3)-year period beginning on the date of your
retirement shall be forfe
