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Exhibit 10.44
AMENDMENT TO
RESTRICTED SHARE UNIT
AGREEMENTS
GRANTED TO PHILLIP A.
GOBE
The Restricted Share Unit Agreements
providing for the grant of Restricted Share Units to Phillip A.
Gobe on December 6, 2004, March 23, 2006 and
August 3, 2006 under the Energy Partners, Ltd. 2006 Long Term
Stock Incentive Plan are hereby amended in the following
respects:
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1.
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Section 5
is hereby amended to read in its entirety as follows:
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“5.
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Termination of
Employment—In the event of the termination of your employment
for any reason other than your retirement (as defined below) during
the Restricted Period, all Restricted Share Units which have not
vested pursuant to Section 4 above shall be forfeited and the
Company may take any action necessary to effect such forfeiture
without further notice to you. Except as hereafter provided in this
Section 5, if your employment with the Company terminates as a
result of your retirement (as defined below), your Restricted Share
Units shall continue to vest in accordance with Section 4
above. However, if your employment with the Company terminates as a
result of your retirement and you thereafter ‘change your
retirement status’ prior to the date on which all Restricted
Share Units have vested, any Restricted Share Units which have not
vested pursuant to Section 4 above shall be forfeited and the
Company may take any action necessary to effect such forfeiture
without any further notice to you. For purposes of this
Section 5, ‘retirement’ shall mean a termination
of your employment that is described as a retirement by the Company
in any press release issued by it or in any document filed by it
with the Securities and Exchange Commission. For purposes of this
Section 5, you will be considered to ‘change your retirement
status’ if you commence full-time employment as an executive
with a business enterprise engaged directly or through one or more
subsidiaries in the oil and gas exploration and production business
or commence service on the board of directors of such a business
enterprise.”
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