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Exhibit 10.9
ENERGY XXI SERVICES, LLC
2006 STOCK INCENTIVE PLAN
FORM OF RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit Agreement (the "Agreement"), made as
of the ___ day of _____, 2006 (the "Grant Date"), by and between
Energy XXI Services, LLC (the "Employer"), and _______________ (the
"Grantee"), evidences the grant by the Employer of restricted stock
units ("Restricted Stock Units" or "Award") to the Grantee on such
date and the Grantee’s acceptance of the Award in accordance
with the provisions of the Energy XXI Services, LLC 2006 Stock
Incentive Plan, as amended or restated from time to time (the
"Plan"). The Employer and the Grantee agree as follows:
1. Basis for Award . This Award is made in
accordance with Section 4.2 of the Plan. The Grantee hereby
receives as of the date hereof an Award of Restricted Stock Units
pursuant to the terms of this Agreement (the "Grant").
2. Stock Units Awarded .
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(a) The Employer hereby awards to the Grantee, in the aggregate,
_______________Restricted Stock Units.
(b) The Employer shall in accordance with the Plan establish and
maintain a Restricted Stock Unit Account for the Grantee, and such
account shall be credited with the number of Restricted Stock Units
granted to the Grantee. The Restricted Stock Unit Account shall be
credited for the value of any securities or other property
(including regular cash dividends) distributed to the Employer in
respect of the Stock. Any such property shall be subject to the
same vesting schedule as the Restricted Stock Units to which they
relate.
(c) Until the Restricted Stock Units awarded to the Grantee
shall have vested, the Restricted Stock Units and any related
securities, cash dividends or other property nominally credited to
a Restricted Stock Unit Account shall not be sold, transferred, or
otherwise disposed of and shall not be pledged or otherwise
hypothecated.
3. Vesting .
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(a) The Restricted Stock Units covered by this Agreement shall
vest with respect to 33.33% the Restricted Shares, on each of the
first, second and third anniversaries of the Grant Date (the
"Vesting Dates") provided that , Grantee is still employed
by the Employer (or any Parent or Subsidiary) on such vesting date.
Except as provided in Section 3(b) below, if the Grantee
ceases to be employed by the Employer (or any Parent or Subsidiary)
for any other reason at any time prior to the lapse of
restrictions, the unvested Restricted Stock Units shall
automatically be forfeited upon such cessation of employment.
(b) [Insert special provisions for vesting on death,
Disability, termination without Cause or Change of
Control]
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4. Payment . Except as provided
below, payment shall be made in cash or Common Stock to the Grantee
(at the sole discretion of the Committee) as soon as practicable
after the Vesting Date. If and
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