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                                                                   EXHIBIT 10.1





                                 FORCENERGY INC
                                1999 STOCK PLAN


         SECTION 1.   Purpose of the Plan.

         The Forcenergy Inc 1999 Stock Plan (the "Plan") is intended to promote
the interests of Forcenergy Inc, a Delaware corporation (the "Company"), by
encouraging officers, employees, directors and consultants of the Company and
its Affiliates to acquire or increase their equity interest in the Company and
to provide a means whereby they may develop a sense of proprietorship and
personal involvement in the development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the
business of the Company thereby advancing the interests of the Company and its
stockholders. The Plan is also contemplated to enhance the ability of the
Company and its Affiliates to attract and retain the services of individuals
who are essential for the growth and profitability of the Company.

         SECTION 2.   Definitions.

         As used in the Plan, the following terms shall have the meanings set
forth below:

         "Affiliate" shall mean (i) any entity that, directly or through one or
more intermediaries, is controlled by the Company, (ii) any entity in which the
Company has a significant equity interest, as determined by the Committee, and
(iii) any "parent corporation" of the Company (as defined in Section 424(e) of
the Code) and any "subsidiary corporation" of any such parent (as defined in
Section 424(f) of the Code) thereof.

         "Award" shall mean any Option, Restricted Stock, Performance Award,
Phantom Shares, Bonus Shares, Other Stock-Based Award or Cash Award.

         "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

         "Board" shall mean the Board of Directors of the Company.

         "Bonus Shares" shall mean an award of Shares granted pursuant to
Section 6(d) of the Plan.

         "Cash Award" shall mean an award payable in cash granted pursuant to
Section 6(f) of the Plan.

         "Change in Control" shall mean the occurrence of any one of the
following:



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         (a) the consummation of any transaction (including without limitation,
         any merger, consolidation, tender offer, or exchange offer) the result
         of which is that any individual or "person" (as such term is used in
         Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934
         - the "Exchange Act") is or becomes the "beneficial owner" (as such
         term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act),
         directly or indirectly, of securities of the Company representing 33%
         or more of the combined voting power of the Company's then outstanding
         securities,

         (b) the individuals who, as of the effective date of the Plan,
         constitute the Board (the "Incumbent Board"), cease for any reason to
         constitute at least a majority of the Board; provided, however, that
         any individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Company's stockholders,
         was approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of either (i) an actual or threatened election
         contest (as such terms are used in Rule 14a-11 of Regulation 14A
         promulgated under the Exchange Act), or an actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board or (ii) a plan or agreement to replace a majority of
         the members of the Board then comprising the Incumbent Board,

         (c) the sale, lease, transfer, conveyance or other disposition
         (including by merger or consolidation) in one or a series of related
         transactions, of all or substantially all of the assets of the Company
         and its subsidiaries, taken as a whole,

         (d) the adoption of a plan relating to the liquidation or dissolution
         of the Company, or

         (e) the date the Company files a report or proxy statement with the
         SEC stating that a change in control has or may occur pursuant to any
         then existing contract or termination.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations thereunder.

         "Committee" shall mean the committee appointed by the Board to
administer the Plan or, if none, the Board.

         "Consultant" shall mean any individual, other than a Director or an
Employee, who renders consulting services to the Company or an Affiliate for a
fee.

         "Director" shall mean a "non-employee director" of the Company, as
defined in Rule 16b-3.

         "Employee" shall mean any employee of the Company or an Affiliate.




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         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Fair Market Value" shall mean, with respect to Shares, the closing
sales price of a Share on the applicable date (or if there is no trading in the
Shares on such date, on the next preceding date on which there was trading) as
reported in The Wall Street Journal (or other reporting service approved by the
Committee). In the event the Shares are not publicly traded at the time a
determination of its fair market value is required to be made hereunder, the
determination of fair market value shall be made in good faith by the
Committee.

         "Option" shall mean an option granted under Section 6(a) of the Plan.
Options granted under the Plan may constitute "incentive stock options" for
purposes of Section 422 of the Code or nonqualified stock options.

         "Other Stock-Based Award" shall mean an award granted pursuant to
Section 6(g) of the Plan that is not otherwise specifically provided for, the
value of which is based in whole or in part upon the value of a Share.

         "Participant" shall mean any Director, Employee or Consultant granted
an Award under the Plan.

         "Performance Award" shall mean any right granted under Section 6(c) of
the Plan.

         "Performance Objectives" means the objectives, if any, established by
the Committee that are to be achieved with respect to an Award granted under
this Plan, which may be described in terms of Company-wide objectives, in terms
of objectives that are related to performance of a division, subsidiary,
department or function within the Company or a subsidiary in which the
Participant receiving the Award is employed or in individual or other terms,
and which will relate to the period of time determined by the Committee. The
Performance Objectives intended to qualify under Section 162(m) of the Code
shall be with respect to one or more of the following (i) net earnings; (ii)
operating income; (iii) earnings before interest and taxes ("EBIT"); (iv)
earnings before interest, taxes, depreciation, and amortization expenses
("EBITDA"); (v) earnings before taxes and unusual or nonrecurring items; (vi)
revenue; (vii) return on investment; (viii) return on equity; (ix) return on
total capital; (x) return on assets; (xi) total stockholder return; (xii)
return on capital employed in the business; (xiii) stock price performance;
(xiv) earnings per share growth; and (xv) cash flows. Which objectives to use
with respect to an Award, the weighting of the objectives if more than one is
used, and whether the objective is to be measured against a Company-established
budget or target, an index or a peer group of companies, shall be determined by
the Committee in its discretion at the time of grant of the Award. A
Performance Objective need not be based on an increase or a positive result and
may include, for example, maintaining the status quo or limiting economic
losses.

         "Person" shall mean individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or
political subdivision thereof or other entity.





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         "Phantom Shares" shall mean an Award of the right to receive Shares
issued at the end of a Restricted Period which is granted pursuant to Section
6(e) of the Plan.

         "Restricted Period" shall mean the period established by the Committee
with respect to an Award during which the Award either remains subject to
forfeiture or is not exercisable by the Participant.

         "Restricted Stock" shall mean any Share, prior to the lapse of
restrictions thereon, granted under Sections 6(b) of the Plan.

         "Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from
time to time.

         "SEC" shall mean the Securities and Exchange Commission, or any
successor thereto.

         "Shares" or "Common Shares" or "Common Stock" shall mean the common
stock of the Company, $0.01 par value, and such other securities or property as
may become the subject of Awards under the Plan.

         SECTION 3.  Administration.

         The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief
Executive Officer of the Company, subject to such limitations on such delegated
powers and duties as the Committee may impose. Upon any such delegation all
references in the Plan to the "Committee", other than in Section 7, shall be
deemed to include the Chief Executive Officer; provided, however, that such
delegation shall not limit the Chief Executive Officer's right to receive
Awards under the Plan. Notwithstanding the foregoing, the Chief Executive
Officer may not grant Awards to, or take any action with respect to any Award
previously granted to, a person who is an officer or a member of the Board.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant;
(iii) determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards or other property, or
canceled, forfeited, or suspended and the method or methods by which Awards may
be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property, and other amounts payable with
respect to an



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Award shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to an Award made under the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, any Affiliate, any Participant, any holder or
beneficiary of any Award, any stockholder and any Employee.

         SECTION 4.  Shares Available for Awards.

         (a) Shares Available. Subject to adjustment as provided in Section
4(c), the number of Shares with respect to which Awards may be granted under
the Plan initially shall be 3,000,000, provided the number of Shares with
respect to which Awards may be granted under this Plan shall be increased from
time to time to a number not to exceed 15% of the total number of Shares
outstanding and issuable upon the exercise of options, warrants and other
securities convertible, exchangeable or exercisable into Shares at the time of
such grant. If any Award is exercised, paid, forfeited, terminated or canceled
without the delivery of Shares, then the Shares covered by such Award, to the
extent of such payment, exercise, forfeiture, termination or cancellation,
shall again be Shares with respect to which Awards may be granted.

         (b) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

         (c) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such
manner as it may deem equitable, adjust any or all of (i) the number and type
of Shares (or other securities or property) with respect to which Awards may be
granted, (ii) the number and type of Shares (or other securities or property)
subject to outstanding Awards, and (iii) the grant or exercise price with
respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award.

         SECTION 5.   Eligibility.

         Any Employee, Director or Consultant shall be eligible to be
designated a Participant and receive an Award under the Plan.


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         SECTION 6.   Awards.

         (a) Options. Subject to the provisions of the Plan, the Committee
shall have the authority to determine the Participants to whom Options shall be
granted, the number of Shares to be covered by each Option, the purchase price
therefor and the conditions and limitations applicable to the exercise of the
Option, including the following terms and conditions and such additional terms
and conditions, as the Committee shall determine, that are not inconsistent
with the provisions of the Plan.

                  (i) Exercise Price. The purchase price per Share purchasable
         under an Option shall be determined by the Committee at the time the
         Option is granted, but shall not be less than the Fair Market Value
         per Share on such grant date.

                  (ii) Time and Method of Exercise. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part (which may include the achievement of one or more
         Performance Objectives), and the method or methods by which, and the
         form or forms (which may include, without limitation, cash, check
         acceptable to the Company, Shares already-owned for more than six
         months, outstanding Awards, Shares that would otherwise be acquired
         upon exercise of the Option, a "cashless-broker" exercise (through
         procedures approved by the Company), other securities or other
         property, loans, notes approved by the Committee, or any combination
         thereof, having a Fair Market Value on the exercise date equal to the
         relevant exercise price) in which payment of the exercise price with
         respect thereto may be made or deemed to have been made.

                  (iii) Incentive Stock Options. The terms of any Option
         granted under the Plan intended to be an incentive stock option shall
         comply in all respects with the provisions of Section 422 of the Code,
         or any successor provision, and any regulations promulgated
         thereunder. Incentive stock options may be granted only to employees
         of the Company and its parent corporation and subsidiary corporations,
         within the meaning of Section 424 of the Code. To the extent the
         aggregate Fair Market Value of the Shares (determined as of the date
         of grant) of an Option to the extent exercisable for the first time
         during any calendar year (under all plans of the Company and its
         parent and subsidiary corporations) exceeds $100,000, such Option
         Shares in excess of $100,000 shall be nonqualified stock options.

                  (iv)  Limits. The maximum number of Options that may be
         granted to any  Participant  during any calendar year shall not exceed
         1,000,000 Shares.

         (b) Restricted Stock. Subject to the provisions of the Plan, the
Committee shall have the authority to determine the Participants to whom
Restricted Stock shall be granted, the number of Shares of Restricted Stock to
be granted to each such Participant, the duration of the Restricted Period
during which, and the conditions, including Performance Objectives, if any,
under which if not achieved, the Restricted Stock may be forfeited to the
Company, and the other terms and conditions of such Awards. Unless subject to
the achievement of Performance Objectives or a




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special determination is made by the Committee as to a shorter Restricted
Period, the Restricted Period shall not be less than three years.

                  (i) Dividends. Dividends paid on Restricted Stock may be paid
         directly to the Participant, may be subject to risk of forfeiture
         and/or transfer restrictions during any period established by the
         Committee or sequestered and held in a bookkeeping cash account (with
         or without interest) or reinvested on an immediate or deferred basis
         in additional shares of Common Stock, which credit or shares may be
         subject to the same restrictions as the underlying Award or such other
         restrictions, all as determined by the Committee in its discretion.

                  (ii) Registration. Any Restricted Stock may be evidenced in
         such manner as the Committee shall deem appropriate, including,
         without limitation, book-entry registration or issuance of a stock
         certificate or certificates. In the event any stock certificate is
         issued in respect of Restricted Stock granted under the Plan, such
         certificate shall be registered in the name of the Participant and
         shall bear an appropriate legend referring to the terms, conditions,
         and restrictions applicable to such Restricted Stock.

                  (iii) Forfeiture and Restrictions Lapse. Except as otherwise
         determined by the Committee or the terms of the Award that granted the
         Restricted Stock, upon termination of a Participant's employment (as
         determined under criteria established by the Committee) for any reason
         during the applicable Restricted Period, all Restricted Stock shall be
         forfeited by the Participant and reacquired by the Company.
         Unrestricted Shares, evidenced in such manner as the Committee shall
         deem appropriate, shall be issued to the holder of Restricted Stock
         promptly after the applicable restrictions have lapsed or otherwise
         been satisfied.

                  (iv)  Transfer Restrictions. During the Restricted Period,
         Restricted Stock will be subject to the limitations on transfer as
         provided in Section 6(h)(iii).

                  (v) Limits. The maximum number of Shares of Restricted Stock
         that may be granted to any Participant during any calendar year shall
         not exceed 1,000,000 Shares.

         (c) Performance Awards. The Committee shall have the authority to
determine the Participants who shall receive a Performance Award, which shall
be denominated as a cash amount (e.g., $100 per award unit) at the time of
grant and confer on the Participant the right to receive payment of such Award,
in whole or in part, upon the achievement of such Performance Objectives during
such performance periods as the Committee shall establish with respect to the
Award.

                  (i) Terms and Conditions. Subject to the terms of the Plan
         and any applicable Award Agreement, the Committee shall determine the
         Performance Objectives to be achieved during any performance period,
         the length of any performance period, the amount of any Performance
         Award and the amount of any payment or transfer to be made pursuant to
         any Performance Award.


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                  (ii) Payment of Performance Awards. Performance Awards, to
         the extent earned, shall be paid (in cash and/or in Shares, in the
         sole discretion of the Committee) in a lump sum following the close of
         the performance period.

                  (iii) Limits. The maximum value of Performance Awards that
         may be granted to any Participant during any calendar year shall not
         exceed $2,000,000.

         (d) Bonus Shares. The Committee shall have the authority, in its
discretion, to grant Bonus Shares to Participants. Each Bonus Share shall
constitute a transfer of an unrestricted Share to the Participant, without
other payment therefor, as additional compensation for the Participant's
services to the Company. Bonus Shares shall be in lieu of a cash bonus that
otherwise would be granted.

         (e) Phantom Shares. The Committee shall have the authority to grant
Awards of Phantom Shares to Participants upon such terms and conditions as the
Committee may determine.

                  (i) Terms and Conditions. Each Phantom Share Award shall
         constitute an agreement by the Company to issue or transfer a
         specified number of Shares or pay an amount of cash equal to a
         specified number of Shares, or a combination thereof to the
         Participant in the future, subject to the fulfillment during the
         Restricted Period of such conditions, including Performance
         Objectives, if any, as the Committee may specify at the date of grant.
         During the Restricted Period, the Participant shall not have any right
         to transfer any rights under the subject Award, shall not have any
         rights of ownership in the Phantom Shares and shall not have any right
         to vote such shares.

                  (ii) Dividends. Any Phantom Share award may provide that
         amount equal to any or all dividends or other distributions paid on
         Shares during the Restricted Period be credited in a cash bookkeeping
         account (without interest) or that equivalent additional Phantom
         Shares be awarded, which account or shares may be subject to the same
         restrictions as the underlying Award or such other restrictions as the
         Committee may determine.

                  (iii) Limits. The maximum number of Phantom Shares that may
         be granted to any Participant during any calendar year shall not
         exceed 1,000,000.

         (f) Cash Awards. The Committee shall have the authority to determine
the Participants to whom Cash Awards shall be granted, the amount, and the
terms or conditions, if any, as additional compensation for the Participant's
services to the Company or its Affiliates. A Cash Award may be granted
(simultaneously or subsequently) separately or in tandem with another Award and
may entitle a Participant to receive a specified amount of cash from the
Company upon such other Award becoming taxable to the Participant, which cash
amount may be based on a formula relating to the anticipated taxable income
associated with such other Award and the payment of the Cash Award.



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         (g) Other Stock-Based Awards. The Committee may also grant to
Participants an Other Stock-Based Award, which shall consist of a right which
is an Award denominated or payable in, valued in whole or in part by reference
to, or otherwise based on or related to, Shares as is deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the
Plan, including the Performance Objectives, if any, applicable to such Award,
the Committee shall determine the terms and conditions of any such Other
Stock-Based Award. The maximum number of Shares or value for which Other
Stock-Based Awards may be granted to any Participant during any calendar year
shall not exceed 1,000,000 Shares, if the Award is in Shares, or $2,000,000, if
the Award is in dollars.

         (h) General.

                  (i) Awards May Be Granted Separately or Together. Awards may,
         in the discretion of the Committee, be granted either alone or in
         addition to, in tandem with, or in substitution for any other Award
         granted under the Plan or any award granted under any other plan of
         the Company or any Affiliate. Awards granted in addition to or in
         tandem with other Awards or awards granted under any other plan of the
         Company or any Affiliate may be granted either at the same time as or
         at a different time from the grant of such other Awards or awards.

                  (ii) Forms of Payment by Company Under Awards. Subject to the
         terms of the Plan and of any applicable Award Agreement, payments or
         transfers to be made by the Company or an Affiliate upon the grant,
         exercise or payment of an Award may be made in such form or forms as
         the Committee shall determine, including, without limitation, cash,
         Shares, other securities, other Awards or other property, or any
         combination thereof, and may be made in a single payment or transfer,
         in installments, or on a deferred basis, in each case in accordance
         with rules and procedures established by the Committee. Such rules and
         procedures may include, without limitation, provisions for the payment
         or crediting of reasonable interest on installment or deferred
         payments.

                  (iii) Limits on Transfer of Awards.

                           (A) Except as provided in (C) below, each Award, and
                  each right under any Award, shall be exercisable only by the
                  Participant during the Participant's lifetime, or by the
                  person to whom the Participant's rights shall pass by will or
                  the laws of descent and distribution.

                           (B) Except as provided in (C) below, no Award and no
                  right under any such Award may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or
                  encumbered by a Participant otherwise than by will or by the
                  laws of descent and distribution (or, in the case of
                  Restricted Stock, to the Company) and any such purported
                  assignment, alienation, pledge, attachment, sale, transfer or
                  encumbrance shall be void and unenforceable against the
                  Company or any Affiliate.




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                           (C) Notwithstanding anything in the Plan to the
                  contrary, to the extent specifically provided by the
                  Committee with respect to a grant, a nonqualified stock
                  option may be transferred to immediate family members or
                  related family trusts, or similar entities on such terms and
                  conditions as the Committee may establish.

                  (iv) Term of Awards. The term of each Award shall be for such
         period as may be determined by the Committee; provided, that in no
         event shall the term of any Award exceed a period of 10 years from the
         date of its grant.

                  (v) Share Certificates. All certificates for Shares or other
         securities of the Company or any Affiliate delivered under the Plan
         pursuant to any Award or the exercise thereof shall be subject to such
         stop transfer orders and other restrictions as the Committee may deem
         advisable under the Plan or the rules, regulations, and other
         requirements of the SEC, any stock exchange upon which such Shares or
         other securities are then listed, and any applicable federal or state
         laws, and the Committee may cause a legend or legends to be put on any
         such certificates to make appropriate reference to such restrictions.

                  (vi) Consideration for Grants. Awards may be granted for no
         cash consideration or for such consideration as the Committee
         determines including, without limitation, such minimal cash
         consideration as may be required by applicable law.

                  (vii) Delivery of Shares or other Securities and Payment by
         Participant of Consideration. No Shares or other securities shall be
         delivered pursuant to any Award until payment in full of any amount
         required to be paid pursuant to the Plan or the applicable Award
         Agreement (including, without limitation, any exercise price, tax
         payment or tax withholding) is received by the Company. Such payment
         may be made by such method or methods and in such form or forms as the
         Committee shall determine, including, without limitation, cash,
         Shares, other securities, other Awards or other property, withholding
         of Shares, cashless exercise with simultaneous sale, or any
         combination thereof; provided that the combined value, as determined
         by the Committee, of all cash and cash equivalents and the Fair Market
         Value of any such Shares or other property so tendered to the Company,
         as of the date of such tender, is at least equal to the full amount
         required to be paid pursuant to the Plan or the applicable Award
         Agreement to the Company.

         SECTION 7.   Amendment and Termination.

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

                  (a) Amendments to the Plan. Except as required by applicable
         law or the rules of the principal securities market on which the
         shares are traded and subject to Section 7(b) below, the Board or the
         Committee may amend, alter, suspend, discontinue, or terminate the
         Plan without the consent of any stockholder, Participant, other holder
         or beneficiary of an



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         Award, or other Person; provided, however, no such amendment may be
         made without stockholder approval, if such amendment would (i)
         materially increase the benefits accruing to Participants, (ii)
         materially increase the number of Shares authorized under the Plan, or
         (iii) materially increase the Persons eligible for Awards under the
         Plan.

                  (b) Amendments to Awards. Subject to (d) below, the Committee
         may waive any conditions or rights under, amend any terms of, or alter
         any Award theretofore granted, provided no change, other than pursuant
         to Section 7(c), in any Award shall reduce the benefit to Participant
         without the consent of such Participant.

                  (c) Adjustment of Awards Upon the Occurrence of Certain
         Unusual or Nonrecurring Events. Subject to (d) below, the Committee is
         hereby authorized to make adjustments in the terms and conditions of,
         and the criteria included in, Awards in recognition of unusual or
         nonrecurring events (including, without limitation, the events
         described in Section 4(c) of the Plan) affecting the Company, any
         Affiliate, or the financial statements of the Company or any
         Affiliate, or of changes in applicable laws, regulations, or
         accounting principles, whenever the Committee determines that such
         adjustments are appropriate in order to prevent dilution or
         enlargement of the benefits or potential benefits intended to be made
         available under the Plan.

                  (d) Section 162(m). The Committee, in its sole discretion and
         without the consent of the Participant, may amend (i) any stock-based
         Award to reflect (1) a change in corporate capitalization, such as a
         stock split or dividend, (2) a corporate transaction, such as a
         corporate merger, a corporate consolidation, any corporate separation
         (including a spinoff or other distribution of stock or property by a
         corporation), any corporate reorganization (whether or not such
         reorganization comes within the definition of such term in Section 368
         of the Code), (3) any partial or complete corporate liquidation, or
         (4) a change in accounting rules required by the Financial Accounting
         Standards Board and (ii) any Award that is not intended to meet the
         requirements of Section 162(m) of the Code, to reflect significant
         event that the Committee, in its sole discretion, believes to be
         appropriate to reflect the original intent in the grant of the Award.
         With respect to an Award that is subject to Section 162(m) of the
         Code, the Committee (i) shall not take any action that would
         disqualify such Award and (ii) must first certify that the Performance
         Objectives, if applicable, have been achieved before the Award may be
         paid.

         SECTION 8.   Change in Control.

         Notwithstanding any other provision of this Plan to the contrary, in
the event of a Change in Control of the Company all outstanding Awards
automatically shall become fully vested immediately prior to such Change in
Control (or such earlier time as set by the Committee), all restrictions, if
any, with respect to such Awards shall lapse, all performance criteria, if any,
with respect to such Awards shall be deemed to have been met in full (at the
highest level), and unless the Company survives as an independent publicly
traded company, all Options outstanding at the




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<PAGE>   12




time of the event or transaction shall terminate, except to the extent
provision is made in writing in connection with such event or transaction for
the continuation of the Plan and/or the assumption of the Options theretofore
granted, or for the substitution for such Options of new options covering the
stock of a successor entity, or the parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares and exercise
prices, in which event the Plan and Options theretofore granted shall continue
in the manner and under the terms so provided.

        SECTION 9.   General Provisions.

        (a) No Rights to Awards. No Director, Employee, Consultant or other
Person shall have any claim to be granted any Award, and there is no obligation
for uniformity of treatment of Employees, Consultants, or holders or
beneficiaries of Awards. The terms and conditions of Awards need not be the
same with respect to each recipient.

        (b) Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or under
the Plan or from any compensation or other amount owing to a Participant the
amount (in cash, Shares, other securities, Shares that would otherwise be
issued pursuant to such Award, other Awards or other property) of any
applicable taxes payable in respect of an Award, its exercise, the lapse of
restrictions thereon, or any payment or transfer under an Award or under the
Plan and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes. In addition,
the Committee may provide, in an Award Agreement, that the Participant shall
have the right to direct the Company to satisfy the Company's tax withholding
obligation through the "constructive" tender of already-owned Shares or the
withholding of Shares otherwise to be acquired upon the exercise or payment of
such Award.

        (c) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

        (d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.

        (e) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, Person or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.



                                     -12-
<PAGE>   13



        (f) Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance of transfer or such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary
in connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.

        (g) No Trust or Fund Created. Neither the Plan nor the Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any general unsecured creditor of the
Company or any Affiliate.

        (h) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any
rights thereto shall be canceled, terminated, or otherwise eliminated.

        (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.

        SECTION 10.   Effective Date of the Plan.

        The Plan is contingent on approval by the Bankruptcy Court for the
Eastern District of Louisiana (the "Bankruptcy Court") as part of the
confirmation of a plan of reorganization of the Company and, if approved, will
be effective as of the effective date of such plan of confirmation. Options
shall not constitute incentive stock options unless stockholder approval of
this Plan is obtained within 12 months of the date the Plan is approved by the
Board.

        SECTION 11.   Term of the Plan.

        No Award shall be granted under the Plan after the 10th anniversary of
the effective date of the plan of reorganization of which this Plan is a part
that has been confirmed by the Bankruptcy Court. However, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
granted prior to such termination, and the authority of the Board or the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Award or to waive any conditions or rights under such Award, shall extend
beyond such termination date.




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