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ENERGY PARTNERS, LTD.
AMENDED AND RESTATED 2000 LONG TERM STOCK INCENTIVE PLAN
PERFORMANCE SHARE AGREEMENT
NUMBER OF PERFORMANCE
NAME SHARES GRANT DATE
This Agreement confirms the grant to you of ________ (the "Base
Number")
Performance Shares with respect to Common Stock of Energy
Partners, Ltd. (the
"Company") under the Company's Amended and Restated 2000 Long
Term Stock
Incentive Plan (the "Plan"), a copy of which has been delivered
to you and is
made a part hereof, upon the following terms and conditions and
the terms and
conditions of the Plan. The terms used in this Agreement shall
have the same
meaning as in the Plan, unless the context requires otherwise,
and except that
"Performance Shares" shall refer only to the performance shares
granted pursuant
to this Agreement.
1. Performance Shares - This grant of Performance Shares shall
represent
the right to receive following the end of the Performance Cycle
(as
defined in Section 2 below) such number of shares of Common
Stock of
the Company equal to the number of Performance Shares, if any,
that
you earn for the Performance Cycle. You may earn from 0% to 200%
of
the Base Number of Performance Shares depending upon the degree
to
which the Performance Targets are achieved for the Performance
Cycle
as set forth in Exhibit A hereto.
2. Performance Cycle - The Performance Cycle with respect to
this grant
of Performance Shares shall be the period beginning on
[three-year
period] and ending on [three-year period] (subject to
earlier
termination of the Performance Cycle pursuant to Section 8 below
in
the event of a Change of Control).
3. Performance Goals - The Performance Measures and Performance
Targets
for the Performance Cycle shall be those specified in Exhibit
A
hereto. If, during the course of the Performance Cycle, there
shall
occur significant events as determined by the Committee which
the
Committee expects to have a substantial effect on a
Performance
Target, the Committee may revise such Performance Target in
such
manner as the Committee shall in its sole discretion determine
to
reflect such event.
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4. Determinations of Compensation Committee - At the end of
the
Performance Cycle, the Compensation Committee (the "Committee")
shall
have discretionary authority to determine the extent to which
the
Performance Targets for the Performance Cycle were satisfied and
the
number of Performance Shares earned by you for the Performance
Cycle
in accordance with Exhibit A hereto. The Committee must certify
in
writing prior to any payment pursuant to Section 9 below that
the
Performance Targets establishing entitlement to that payment
were met.
Any determinations made by the Committee shall be conclusive
and
binding. Any unearned Performance Shares shall be forfeited.
5. No Rights as Shareholder - Prior to the payment of shares to
you
pursuant to Section 9 below, you shall have none of the rights
of a
shareholder of the Company with respect to any shares of Common
Stock
of the Company represented by the Performance Shares.
6. Non-transferable - You may not sell, transfer, assign,
pledge, or
otherwise encumber or dispose of any Performance Shares nor may
you
sell, transfer, assign, pledge, or otherwise encumber or dispose
of
any of the shares of Company Common Stock represented by the
Performance Shares prior to the payment of such shares to you
pursuant
to Section 9 below following the earning of your Performance
Shares.
7. Termination of Employment - In the event of your retirement
(as
defined below), or upon the occurrence of your death or
disability (as
defined below), or terminatio
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