Exhibit 10.1 - Offer Letter


     

    Exhibit
      10.1

    
 

    
      	
              RICHARD
                A. BACHMANN

              Chairman
                and

              Chief
                Executive Officer 

            	
              

            	
              Direct
                (504)799-1944

              Fax:
                (504)799-1901

              bachmann@eplweb.com

            


    

     

    
      
        

      



    


    


    March
      20,
      2006

    


    Mr.
      Javan
      D. Ottoson

    4004
      Radcliff Court

    Midland,
      Texas 79707

    


    


    Dear
      Javan:

    


    This
      letter serves to confirm the offer of employment to you for the position of
      Senior Vice President-Drilling and Engineering with Energy Partners, Ltd. (the
      “Company”). This offer is subject to the Company’s Board of Directors approving
      your appointment as an Officer of the Company at its meeting on March 23,
      2006.

    


    The
      following represent the terms and conditions of this offer:

    


    	·  	
            Commencement
              date on April 17, 2006(or such other date in close proximity thereto
              as
              shall be mutually agreed between us).

          


    	·  	
            An
              employment payment of $50,000 on first payday after
              employment.

          


    	·  	
            Starting
              base salary of $210,000 annually.

          


    	·  	
            Annual
              bonus target of 50% of base pay.

          


    	·  	
            The
              grant on the commencement date of your employment of an option with
              a ten
              year term to purchase 10,000 shares of Common Stock of the Company
              that
              will vest in one-third increments on each of the first three anniversaries
              of the date of grant at an exercise price equal to the closing price
              of
              the Company’s Common Stock on the date of grant (a detailed Stock Option
              Agreement containing standard terms consistent with the foregoing will
              be
              provided shortly after your commencement of
              employment).

          


    	·  	
            The
              award on the commencement date of your employment of 5,000 Restricted
              Share Units that will vest on the third anniversary of your date of
              employment (likewise, a Restricted Share Unit Agreement containing
              standard terms consistent with the foregoing will be provided shortly
              after your commencement of employment).

          


    	·  	
            Commencing
              in 2006, you will be eligible for twenty-five days of vacation
              annually.

          


    	·  	
            Relocation
              assistance to be provided on the terms set forth in the Relocation
              form
              being provided to you separately.

          


    .

    In
      addition to your compensation, you will be entitled to participate in any plans
      sponsored by the Company, including medical, dental, disability and life
      insurance plans, subject in each instance to applicable conditions and waiting
      periods. The Company also sponsors a 401(k) plan in which you will be eligible
      to participate on the terms provided in the plan documents. A 


    
      
         

      

      
         

        
          

        

      

      
        2

      

    


    summary
      of the benefit plans and a copy of the 401(k) Summary Plan description are
      being
      provided to you separately.

    


    The
      Company, as do most employers, expressly reserves the right to discontinue
      or
      amend the nature or amount of any of the compensation or benefit
      plans/programs/policies/practices that it offers. Also, your employment at
      the
      Company will be on an “at will” basis, meaning that you or the Company may
      terminate this employment relationship at any time, with or without
      reason.

    


    If
      you
      have any questions, please call me. We are very pleased to make this offer
      to
      you and are looking forward to you joining our team. 

    


    Please
      acknowledge your acceptance of this offer by signing below and returning one
      copy to the undersigned, whereupon this shall constitute a binding agreement
      between us.

    


    


    Sincerely,

    


    


    /s/
      Richard A. Bachmann

    Richard
      A. Bachmann

    Chairman
      and

    Chief
      Executive Officer 

    


    


    


    


    


    


    


    ACCEPTED
      AND AGREED

    this
      20th
      day of March, 2006.

    


    


    /s/
      Javan D. Ottoson  

    Javan
      D.
      Ottoson