EXHIBIT 10.6
ENERGY PARTNERS,
LTD.
2009 LONG TERM INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
This AGREEMENT (the
“Agreement”) is made as of [Date of Grant] (the
“Date of Grant”) by and between Energy Partners, Ltd.,
a Delaware corporation (the “Corporation”), and
[Grantee Name] (the “Grantee”). Capitalized
terms used herein but not defined will have the meanings assigned
to those terms in the Plan.
1. Grant of Restricted Stock
. Subject to and upon the terms, conditions, and restrictions set
forth in this Agreement and in the Energy Partners Ltd. 2009 Long
Term Incentive Plan (the “Plan”), the Corporation
hereby grants to the Grantee as of the Date of Grant [Number of
Shares] shares of Restricted Stock. The Restricted Stock will
be fully paid and nonassessable and will be represented by a
certificate registered in the name of the Grantee and bearing a
legend referring to the restrictions hereinafter set
forth.
2. Restrictions on Transfer of
Restricted Stock . Except as otherwise determined by the
Committee, the shares of Restricted Stock may not be transferred,
sold, pledged, exchanged, assigned or otherwise encumbered or
disposed of by the Grantee, except to the Corporation; provided,
however , that the Grantee’s interest in the Restricted
Stock may be transferred at any time by will or the laws of descent
and distribution. Any purported transfer, encumbrance or other
disposition of the Restricted Stock that is in violation of this
Section 2 will be null and void, and the other party to any
such purported transaction will not obtain any rights to or
interest in the Restricted Stock.
3. Vesting of Restricted
Stock .
(a) Unless the Grantee’s
employment with the Corporation is terminated for a Cause or upon
the Grantee’s resignation for Good Reason, the Restricted
Stock will become nonforfeitable in accordance with the following
schedule:
(i) % of the
shares will be nonforfeitable on or after the one-year anniversary
of the Date of Grant,
(ii) % of
the shares will be nonforfeitable on or after the two-year
anniversary of the Date of Grant;
(iii) % of
the shares will be nonforfeitable on or after the three-year
anniversary of the Date of Grant, and
(iv) % of
the share will be nonforfeitable on or after the four-year
anniversary of the Date of Grant;
subject to the Grantee remaining
continuously employed by the Corporation or a Subsidiary up to and
through each such vesting date.
For purposes of this Agreement,
“Cause” and “Good Reason” are as defined in
the employment agreement between the Grantee and the Corporation or
a Subsidiary (the “Employment Agreement”) or, if no
Employment Agreement was entered into, “Cause” means
(a) the Grantee’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 Grantee’s
ability to perform his or her obligations or duties, (b) the
Grantee’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 Grantee’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 Grantee’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 Grantee,
(e) the Grantee’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
Grantee’s engaging in illegal drug use or alcohol abuse on
company premises or while carrying out company business, or
(g) the Grantee’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 Grantee’s duties or
reporting responsibilities, (y) the failure of the Corporation
to pay or cause to be paid the Grantee’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 Grantee, or (z) a relocation of the
Grantee’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 Grantee on the
Corporation’s business), if the Corporation does not
reimburse the Grantee’s reasonable and actual relocation
expenses.
(b) Notwithstanding the provisions
of Section 3(a), all of the shares of Restricted Stock will
immediately become nonforfeitable in the event of
(i) Grantee’s resignation for Good Reason, (ii) a
Change of Control while the Grantee is employed by the Corporation
or (iii) the Grantee’s death or Disability (as defined
in the Employment Agreement or, if none, as determined solely and
exclusively by the Committee) while in the employ of the
Corporation. For purposes of this Agreement, “Change of
Control” means the occurrence of any of the following
events:
(x) the Corporation is merged,
consolidated or reorganized into or with another corporation or
other legal person, and as a result of such merger, consolidation
or reorganization, the holders of the then-outstanding securities
entitled to vote generally in the election of directors
(“Voting Stock”) of the Corporation immediately prior
to such merger, consolidation or reorganization hold or
beneficially own less than 51% of the combined voting power of the
Voting Stock of the surviving corporation or other legal person (or
the ultimate parent entity of such surviving corporation or other
legal person to the extent such surviving corporation or other
legal person is a wholly owned subsidiary, directly or indirectly,
of such parent entity) immediately following such merger,
consolidation or reorganization;
(y) the Corporation sells or
otherwise transfers all or substantially all of its assets to
another corporation or other legal person, and as a result of such
sale or transfer,
2
the holders of the Voting Stock of the
Corporation immediately prior to su
