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Exhibit
10.25
GENERAL
RELEASE
1. This General Release (this
“Release”) is between T. Rodney Dykes (the
“Employee”) and ENERGY PARTNERS, LTD. , its
affiliates, and their respective parent companies, controlling
persons, subsidiaries, affiliates, officers, directors, employees,
shareholders, agents and representatives (collectively, “the
Employer”), concerning the elimination of Employee’s
position, said elimination to take effect on March 31,
2008.
2. As a result of
Employee’s termination, Employee will receive all wages
earned through March 31, 2008 and any earned but unused
vacation pay. These monies are Employee’s even if he decides
not to sign this Release.
3. Employer will also pay
Employee, as additional consideration for the promises described
below, severance in the gross amount of $245,000 (less appropriate
withholding for benefits, taxes, offsets, etc.), payable in a lump
sum within seven (7) calendar days of the Effective Date (as
defined in Section 12 below) of this Release.
4. As additional
consideration, and subject to the Compensation Committee’s
approval and the satisfaction of applicable tax withholding
requirements, Employer shall accelerate effective as of the
Effective Date (as defined in Section 12) Employee’s
vesting of 4,748 non-qualified stock options scheduled to vest on
5/30/08 and 6,103 cash-settled restricted share units which are
scheduled to vest on 5/30/08 and Employee shall be given until
three (3) years from the date of termination to exercise any
vested options.
5. In further consideration
of the promises described below, and if Employee elects COBRA
continuation health coverage, Employer agrees, subject to the other
terms of this Section, to reimburse Employee for the COBRA premiums
paid by Employee to maintain such COBRA continuation coverage for
Employee and his dependents currently covered by Employer’s
group health insurance plan (said amount not to exceed the amount
of premium paid by Employer per month immediately preceding
Employee’s termination and the 2% COBRA administrative fee).
Such reimbursements will continue for the period until
(a) Employee ceases eligibility for COBRA continuation
coverage, (b) Employee becomes eligible for coverage under the
terms of a health plan provided by any new employer of Employee, or
(c) for 12 months from the Effective Date, whichever occurs
first. Employee will notify Employer in writing within ten
(10) days after becoming employed by a new employer that
offers health coverage to its employees. Employee will be
reimbursed for such payments, provided that Employee presents proof
satisfactory to Employer that Employee has paid premiums and
provided that Employee certifies that Employee was not eligible for
coverage under the terms of a health plan provided by any new
employer of Employee. Employee will be responsible for paying all
federal and state taxes due for such reimbursements.
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6. Both parties acknowledge
that the payments/promises described above in Sections 3, 4, and 5
constitute fair and adequate consideration for the execution of
this Release, and that such payments/promises constitute
consideration to which Employee was not previously
entitled.
7. In consideration of the
payments/promises described above in Sections 3, 4, and 5, Employee
hereby fully, finally, completely and generally releases Employer
from any and all claims, actions, demands, and/or causes of action,
whether known or unknown, of whatever kind or character, including,
without limitation, any which transpired or arose prior to the
execution of this Release, including, without limitation: any claim
under state or federal law which provides civil remedies for the
enforcement of rights arising out of the employment relationship,
including, without limitation, discrimination claims such as claims
or causes of action under the Age Discrimination in Employment Act,
as amended, 29 U.S.C. § 621 et. seq. ; Title VII
of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000
et. seq. ; The Civil Rights Act of 1866, as amended, 42
U.S.C. § 1981; The Civil Rights Act of 1991, as amended,
42 U.S.C. § 1981a; Americans With Disabilities Act, as
amended, 42 U.S.C. § 12101 et. seq. ; Fair Labor
Standards Act, as amended, 29 U.S.C. § 201, et.
seq. ; The Older Workers Benefit Protection Act; Employee
Retirement Income Security Act, as amended, 29 U.S.C.
§ 1000 et. seq. ; Family and Medical Leave Acts,
as amended, 29 U.S.C. § 2601, et. seq. ; The Louisiana
Employment Discrimin
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