EXHIBIT 10.5
ENERGY PARTNERS,
LTD.
2009 LONG TERM INCENTIVE
PLAN
OPTION AWARD
AGREEMENT
1. Grant of Stock Option .
Energy Partners, Ltd., a Delaware corporation (the
“Corporation”), pursuant to the Energy Partners, Ltd.
2009 Long Term Incentive Plan (the “Plan”), hereby
grants to the participant named below an option (the “Stock
Option”) to purchase shares of its Common Stock, on the terms
set forth herein (this entire agreement being the “Option
Award Agreement”):
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Participant:
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[
] (the “Participant”)
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Date of Grant:
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[
]
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Number of shares:
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[
] shares of Common Stock
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Exercise price:
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[$
] per share (the “Option Price”)
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Type of option:
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Nonstatutory Stock
Option
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2. Exercise and Expiration
Dates .
(a) Unless the Stock Option vests
earlier in accordance with Section 4 or 7, the Stock Option
will vest and become exercisable in accordance with the following
schedule:
(i) % of the
shares will vest on and after the one-year anniversary of the Date
of Grant,
(ii) % of
the shares will vest on and after the two-year anniversary of the
Date of Grant,
(iii) % of
the shares will vest on and after the three-year anniversary of the
Date of Grant, and
(iv) % of
the shares will vest on and after the four-year anniversary of the
Date of Grant;
subject to the Participant’s
remaining continuously employed by the Corporation or a Subsidiary
up to and through each such vesting date.
(b) The Stock Option will expire on,
and may not be exercised after, the 10-year anniversary of the Date
of Grant.
3. Payment of Exercise Price
. The exercise price for shares purchased by the Participant may be
paid (a) in cash or by check acceptable to the Corporation,
(b) by the actual or constructive transfer to the Corporation
of shares of Common Stock owned by the Participant for at least six
months (or, with the consent of the Committee, for less than six
months) having an aggregate Market Value Per Share at the date of
exercise equal to the aggregate Option Price, (c) with the
consent of the Committee, by authorizing the Corporation to
withhold a number of shares of Common Stock having an aggregate
Market Value Per Share on the date of exercise equal to the
aggregate Option Price, or (d) by a combination of the
foregoing methods; provided , however , that the
payment methods described in clauses (b), (c) and
(d) will not be available at any time the Corporation is
prohibited from purchasing or acquiring such shares of Common
Stock. The Participant may also make arrangements satisfactory to
the Corporation for the deferred payment of the aggregate Option
Price from the proceeds of a sale through a broker of some or all
of the shares to which such exercise relates.
4. Termination of Employment
. If the Participant’s employment is terminated by the
Corporation or a Subsidiary for Cause, the Stock Option will expire
immediately and the unexercised portion thereof will be forfeited
on the date of the Participant’s termination of employment.
If the Participant voluntarily terminates employment for Good
Reason, the nonvested portion of the Stock Option will
automatically and immediately vest and the Stock Option will be
exercisable by the Participant in whole or in part. For purposes of
this Agreement, “Cause” and “Good Reason”
are as defined in the employment agreement between the Participant
and the Corporation or a Subsidiary (the “Employment
Agreement”) or, if no Employment Agreement was entered into,
“Cause” means (a) the Participant’s
indictment or conviction of (or plea of guilty or nolo contendre
to) an offense of fraud or moral turpitude or any other offense
that adversely affects the Corporation’s prospects or
reputation or the Participant’s ability to perform his or her
obligations or duties, (b) the Participant’s intentional
and continuing failure to substantially perform his or her duties
(other than due to incapacity caused by physical or mental
illness), (c) the Participant’s willful or repeated
misconduct, incompetence or gross negligence in the performance of
his or her duties, or any act of misappropriation, embezzlement,
intentional fraud or similar conduct involving the Corporation or
any of its affiliates, (d) the Participant’s breach of
any reasonable written policy established by the Corporation, which
breach, if curable, is not cured within 15 days after written
notice thereof is delivered to the Participant, (e) the
Participant’s commission of intentional wrongful damage to
the property of the Corporation or a Subsidiary or the intentional
wrongful disclosure of secret processes or confidential information
of the Corporation or a Subsidiary, (f) the
Participant’s engaging in illegal drug use or alcohol abuse
on company premises or while carrying out company business, or
(g) the Participant’s engaging in conduct exposing the
Corporation to actual or potential liability for unlawful
discrimination toward a customer, employee, contractor or potential
employee, and “Good Reason” means (x) a
substantial and adverse diminution in the Participant’s
duties or reporting responsibilities, (y) the failure of the
Corporation to pay or cause to be paid the Participant’s
salary or other amounts due, which failure to pay is not cured
within 20 days after written notice of such failure to pay is
delivered to the Corporation by the Participant, or (z) a
relocation of the Participant’s principal place of employment
by more than 75 miles from the Corporation’s current location
(except for reasonable amounts of required travel by the
Participant on the Corporation’s business), if the
Corporation does not reimburse the Participant’s reasonable
and actual relocation expenses.
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If the Participant’s
employment terminates by reason of permanent disability or death,
the vested portion of the Stock Option will expire 180 d
