Exhibit 10.2
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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Gary Hanna (the
“Participant”)
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Date of Grant:
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September 30,
2009
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Number of shares:
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68,116 shares
of Common Stock
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Exercise
price:
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$10.00 per
share or, if greater, the Market Value Per Share of the Common
Stock as of the date hereof (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 ratably over a 36-month period
beginning on the Date of Grant (the “Vesting Period”);
provided, however, that the vesting for the first six months
of the Vesting Period (the “Initial Period”) shall be
deferred until the end of the initial period such that (i) the
portion of the Stock Option that would have otherwise vested during
the Initial Period will automatically vest and become exercisable
on the first day following the expiration of the Initial Period and
(ii) any remaining unvested portion of the Stock Option shall
vest ratably on a monthly basis over the remainder of the Vesting
Period, subject to the Participant’s remaining continuously
employed by the Corporation up to and through each such vesting
date.
(b) Any vested portion of the Stock
Option will expire on, and may not be exercised after, the date
that is 30 months following the applicable vesting date of such
vested Stock Options.
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 for Cause, the Stock Option will expire
