exv10w8






Exhibit 10.8




	 	 	 
	Stone Energy

	 	P.O. Box 52807
	 

	 	Lafayette, Louisiana 70505
	 

	 	625 East Kaliste Saloom Road
	 

	 	Lafayette, Louisiana 70508
	 

	 	Telephone (337) 237-0410
	 

	 	Fax: (337) 521-2072






December 2, 2008




Dr. David H. Welch

809 Richland Avenue

Lafayette, Louisiana 70508




Dear Dave:




     This letter serves to confirm certain aspects of Stone Energy Corporation’s (the “Company’s”)
offer of continued employment to you for the positions of President and Chief Executive Officer
(“CEO”) of the Company.



     The following represents the terms and conditions of this offer:




	1.	 	Your annual base salary shall be $520,000.00 in 2008. Your base salary shall be reviewed by
the Company’s Board of Directors (the “Board”) (or a committee thereof) on an annual basis,
and, in the sole discretion of the Board (or such committee), your annual base salary may be
increased, but not decreased, for each successive year. You will also be eligible to
participate in the Company’s annual incentive compensation plan, sometimes referred to as the
bonus plan, with the annual amount to be determined by performance and market comparison. In
addition, you will be eligible to receive all pension, welfare and other similar employee
benefits that are provided to similarly situated executives at the Company.
	 
	2.	 	It is contemplated that you shall be eligible to receive awards of restricted stock and
stock options annually during employment, subject to and based on performance and market
comparison.
	 
	3.	 	After you have completed five (5) consecutive years of employment with the Company as
President and CEO, the Board (or a committee thereof) will agree that you shall not be
required to forfeit upon your retirement any unvested stock options that were granted to you
or any restricted shares of the Company’s stock that were granted to you by virtue of your
ceasing to be an employee of the Company, that is, you will not forfeit the options and/or shares, and the options





 









 





December 1, 2008

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	 	 	will continue to vest and the restrictions will continue to lapse without your being an
employee.
	 
	4.	 	If this Agreement is terminated (i) by the Board for other than Cause (as defined in the
Company’s Executive Change in Control Severance Policy) or (ii) by you for Good Reason (as
defined in the Company’s Executive Change in Control Severance Policy) in connection with or
within twenty-four (24) months after a Change in Control (as defined in the Company’s
Executive Change in Control Severance Policy), subject to executing a release satisfactory to
and in favor of the Company (the “Release”), you will receive a lump sum cash severance
payment equal to 2.99 times the sum of (a) your annual base salary calculated using the
annual salary rate in effect at the time of termination (or, if higher, your annual base
salary in effect on the date of a Change in Control) and (b) any target bonus at the one
hundred percent (100%) level for which you are eligible for the fiscal year in which your
termination occurs, with such lump sum cash severance payment to be paid to you on the date
that is 60 days after the date of your termination. As a condition to the receipt of this
lump sum cash severance payment, you must first execute a Release, and the Release must be
effective and irrevocable within 55 days after the date of your termination. In addition,
you will receive any earned but unpaid salary through your date of termination and a pro rata
share of your bonus opportunity up to the date of your termination at the then projected year
end rate of payout. Further, you will receive outplacement services (up to 5% of your base
salary); provided, however, that such outplacement services shall in no event be provided
beyond the last day of your second taxable year following your taxable year in which your
termination of employment occurred. Any other termination benefits will be managed
consistent with current severance practices for non-executive employees. Notwithstanding any
provision in this letter to the contrary, if the payment of any amount or benefit under this
letter would be subject to additional taxes and interest under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), because the timing of such payment is not
delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder,
then any such payment or benefit that you would otherwise be entitled to during the first six
months following the date of your termination of employment with the Company shall be
accumulated and paid or provided, as applicable, on the date that is six months after the
date of your termination of employment (or if such date does not fall on a business day of
the Company, the next following business day of the Company), or such earlier date upon which
such amount can be paid or provided under Section 409A of the Code without being subject to
such additional taxes and interest. You agree to be bound by the Company’s determination of
its “specified employees” (as such term is defined in Section 409A of the Code) in accordance
with any of the methods permitted under the regulations issued under Section 409A of the
Code.
	 
	5.	 	If any of the payments or benefits received by you, whether or not pursuant to this
agreement, will be subject to any tax imposed under section 4999 of the Code





 









 





December 1, 2008

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	 	 	(the “Excise Tax”), then the Company shall pay to you an additional amount (“Gross-Up
Payment”) such that the net amount retained by you, after deduction of any Excise Tax on
the total payments and any federal, state and local income and employment taxes and Excise
Tax upon the Gross-Up Payment, shall be equal to the amount you would have otherwise
received without such Excise Tax; provided, however, that if it shall be determined that
you are entitled to a Gross-Up Payment, but that the total to be paid to you does not
exceed one hundred ten percent (110%) of the greatest amount (the “Reduced Amount”) that
could be paid to you such that the receipt of the total would not give rise to any Excise
Tax, then no Gross-Up Payment shall be made to you and the total payments to you in the
aggregate shall be reduced to the Reduced Amount. The reduction of the total payments, if
applicable, pursuant to the preceding sentence, shall be made by reducing payments
(including reducing a payment to zero) payable in the order in which such payments would
be made (beginning with such payment that would be made first in time and continuing, to
the extent necessary, through to such payment that would be made last in time). Payment
of the Gross-Up Payment, if due hereunder, shall be made no later than the date the Excise
Tax is remitted to the applicable tax authorities.
	 
	6.	 	Unless sooner terminated for Cause, the Company agrees to employ you through December 31,
2010. Beginning on December 31, 2008 and on December 31 of each year thereafter, the term of
this agreement shall automatically be extended for one year (such that each December 31 shall
begin a new three-year term) unless the Board shall give written notice to you that the term
shall cease to be so extended in which event this agreement shall terminate on the first
anniversary of the date such notice is given.
	 
	7.	 	For all purposes of this letter, you will be considered to have terminated employment with
the Company when you incur a “separation from service” with the Company within the meaning of
Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued
thereunder.
	 
	8.	 	This agreement is entered into under, and shall be governed for all purposes by, the laws of
the State of Louisiana. With respect to any claim or dispute related to or arising under
this agreement, you hereby consent to the exclusive jurisdiction, forum and venue of the
state and federal courts located in Lafayette Parish, Louisiana.
	 
	9.	 	All understandings and agreements preceding the date of this letter and relating to the
subject matter hereof are hereby null and void and of no further force and effect, including,
without limitation, that certain letter agreement dated January 12, 2006, between the Company
and you.





     If the foregoing accurately reflects the basic terms and conditions upon which you would be
willing to continue employment, please sign one copy of this letter and return it to the Company,
to the attention of Kenneth H. Beer, Senior Vice President and Chief Financial Officer. Unless this
letter is signed by you and a copy (by fax or otherwise) is received by the Company by 5:00 p.m.
(central time) on December 31, 2008, this letter is withdrawn, void



 









 





December 1, 2008

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     and without effect.



	 	 	 	 	 
	 	Very truly yours,



STONE ENERGY CORPORATION

 	 
	 	By:  	/s/ Richard A. Pattarozzi
 	 
	 	 	Richard A. Pattarozzi 	 
	 	 	Chairman of the Board of Directors 	 
	 



Agreed to and accepted this 8th day of December 2008.




/s/ David H. Welch                    




DAVID H. WELCH