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                                                                   EXHIBIT 10.12


EMPLOYMENT AND                                         UNITED STATES OF AMERICA
STOCK OWNERSHIP
AGREEMENT                                              STATE OF LOUISIANA

BY AND BETWEEN                                         PARISH OF ORLEANS

ENERGY PARTNERS, LTD.

AND

SUZANNE V. BAER


         THIS EMPLOYMENT AND STOCK OWNERSHIP AGREEMENT (the "Agreement"),
entered into in New Orleans, Louisiana on this 18th day of March, 2000, to be
effective April 17, 2000, by and between Suzanne V. Baer, an individual of the
full age of majority domiciled in the County of Harris, State of Texas
(hereinafter called "Employee") and Energy Partners, Ltd., a corporation
organized and existing under the laws of the State of Delaware (hereinafter
called "Company"), represented herein by its duly authorized President, Richard
A. Bachmann.

1.0      TERMS AND CONDITIONS OF EMPLOYMENT.

         1.1      LENGTH OF EMPLOYMENT. In consideration for the compensation
                  set forth in Subparagraph 1.2, Employee shall be employed as
                  Company's Chief Financial Officer for a period of three (3)
                  years (or for such lesser time period as mandated by law) from
                  the date of execution of this Agreement (the "Term"). Company
                  may terminate employment at any time for "Cause". "Cause" as
                  used herein shall consist of the following: (a) willful
                  refusal to perform assigned functions; (b) insubordination;
                  (c) embezzlement; (d) intoxication or drug abuse which
                  interferes with job performance; (e) wrongful disclosure of
                  confidential company information: (f) conflict of interest
                  which is undisclosed and not Board approved; (g) conviction of
                  a felony; (h) engaging, directly or indirectly, in a business
                  which is competitive to the business of the Company, as an
                  employee, officer, director, shareholder, partner, agent or
                  independent contractor which is undisclosed and not Board
                  approved; and (i) incompetence. Within thirty (30) days of
                  execution of this Agreement, Employee shall prepare a written
                  disclosure statement of all business relationships in which he
                  may continue to be an employee, officer, director,
                  shareholder, partner, agent or independent contractor. A Cause
                  determination shall be in the Company's sole discretion.
                  Company may terminate employment upon ninety (90) days'
                  written notice for any reason whatsoever in which case
                  Employee shall not be entitled to the balance of compensation
                  for the remainder of the Term following such ninety (90) day
                  notice.

         1.2      CONSIDERATION. As compensation, Employee shall receive a
                  minimum annual salary of $185,000 payable in accordance with
                  the normal payroll practices of the Company as set forth on
                  Exhibit "A" attached hereto and made a part hereof. Employee
                  will receive annual salary reviews. After the first
                  anniversary, her salary will be adjusted to the industry
                  standard for her position. Industry standard is defined as the
                  75th percentile of a reasonable sample of public and private
                  independent oil and gas companies of similar size. The Company
                  shall offer group health care coverage as determined by the
                  Board of Directors. By mutual written agreement between the
                  parties, Exhibit "A" may be modified substituted or replaced
                  from time to time so as to reflect adjustments to compensation
                  or other benefits as determined by the Board of Directors.
                  Only the President of the Company shall have the authority on
                  the Company's behalf to modify, substitute or replace Exhibit
                  "A."

         1.3      VACATION TIME. Employee shall be entitled to six (6) weeks of
                  paid vacation per calendar year as set forth in Exhibit "A",
                  which shall be taken at times mutually agreeable to Employee
                  and Company. The Company, in its discretion, may advance
                  vacation days as requested by Employee. The vacation time must
                  be used in each calendar year and will not be carried forward
                  to succeeding years.

         1.4      LIABILITY. Company shall indemnify and hold harmless Employee
                  from and against any and all claims and liabilities to which
                  Employee may be or become subject by reason of Employee now or
                  hereafter being or having heretofore been an employee of
                  Company and/or by reason of Employee's alleged



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                  acts or omissions as such employee, whether or not Employee
                  continues to be such employee at the time when any such claim
                  or liability is asserted, and shall reimburse Employee for all
                  legal and other expenses reasonably incurred by Employee in
                  connection with defending any or all such claims or
                  liabilities, including amounts paid or agreed to be paid in
                  connection with reasonable settlements made before final
                  adjudication with the approval of the Board of Directors,
                  whether or not Employee continues to be an employee at the
                  time such expenses are incurred; provided, however, that
                  Employee shall not be indemnified against any claim or
                  liability to the extent that it arises out of Employee's own
                  gross negligence or willful misconduct finally determined by a
                  court of competent jurisdiction, and shall not be indemnified
                  against or reimbursed for any expenses incurred in defending
                  any or all such claims or liability or in settling the same.

         1.5      NON-COMPETITION AGREEMENT. Company and Employee acknowledge
                  that Company is engaged in the business of owning, operating,
                  producing and exploring for mineral interests, and other
                  related activities. For a period of two (2) years following
                  termination of employment (the last day on which Employee is
                  actively engaged in employment on Company's behalf), Employee
                  will not compete directly or indirectly with the Company as to
                  any existing contract to which Company is a party, and/or as
                  to any business of the Company evidenced by contracts,
                  agreements, letters of intent, confidentially agreements, or
                  written proposals in existence on the date of termination of
                  employment in those Parishes in Louisiana set forth in Exhibit
                  "B", and in the states and subdivisions of those states as
                  provided in Exhibit "B." The parties acknowledge that the
                  remedy at law for any breach, whether jointly or severally, of
                  this non-competition clause of this Agreement, all of which is
                  deemed material, will be inadequate and the parties hereby
                  agree that the Company shall be entitled to injunctive relief
                  by a court of competent jurisdiction enjoining and restraining
                  him from the continuance of any such act which constitutes a
                  breach hereof. In addition to injunctive relief, Company
                  reserves the right to seek any damages to which it may be
                  entitled as consequence of employee's breach of this
                  Agreement.

         1.6      WAGES. Should Employee Resign (as defined in Subparagraph 2.7
                  below), and if Employee does not have any just cause of
                  complaint against the Company, Employee shall then forfeit all
                  of the future wages that may be due and payable to Employee.
                  However, Employee shall not be compelled to repay any monies
                  Employee has received as wages, whether in advance of the
                  current year or at the time of Employee's engagement.

2.0      SHAREHOLDER'S AGREEMENT.

         2.1      RECEIPT OF SHARES. Subject to the terms and conditions of this
                  Agreement, Employee shall receive sixty (60) shares of
                  restricted stock of the Company, which will vest as follows:
                  Employee receives twenty (20) shares upon execution of this
                  Agreement, twenty (20) shares at the first anniversary of this
                  Agreement, and twenty (20) shares at the second anniversary of
                  this Agreement.

         2.2      RECEIPT OF OPTIONS. Subject to the terms and conditions of
                  this Agreement, Employee shall receive an option to purchase
                  an additional 250 shares of stock of the Company, as follows:
                  Employee receives an option to purchase 100 shares of the
                  Company at a price equal to $11,500 per share at the first
                  anniversary of this Agreement, an option to purchase 100
                  shares of the Company at a price equal to $13,225 per share at
                  the second anniversary of this Agreement and an option to
                  purchase 50 shares of the Company at a price equal to $15,208
                  per share at the third anniversary of this Agreement. Employee
                  must exercise each option within five (5) years from the
                  option date or the option will lapse.

         2.3      TRANSFER OF SHARES. No Shares may be sold, assigned, pledged,
                  transferred or otherwise alienated (each, "Transferred")
                  except in accordance with and pursuant to the terms and
                  conditions of this Agreement. Additionally, as a condition
                  precedent to any Transfer, the transferee must validly execute
                  the Stockholder's Agreement. Unless otherwise prohibited in
                  the Stockholder's Agreement, the Shares may be pledged with
                  the Company's consent, provided that any lender's recourse for
                  liquidation on debt repayment shall be limited to selling the
                  pledged Shares under the same terms and conditions as though
                  it was an Employee. The lender shall agree to the foregoing
                  provisions as terms of the pledge.

         2.4      RESTRICTIONS ON TRANSFER. Any Transfer or attempted Transfer
                  by Employee in violation of this Agreement shall be null and
                  void and of no force or effect whatever. Any purported
                  transferee shall not be deemed to be a shareholder of the
                  Company and shall not be entitled to receive a new certificate



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                  or any distributions on or with respect to the Shares.
                  Employee hereby acknowledges the reasonableness of the
                  restrictions on Transfer imposed by this Agreement in view of
                  the Company's purposes and the relationship of the Employee
                  with the Company. Accordingly, the restrictions on Transfer
                  contained herein shall be specifically enforceable. Employee
                  hereby further agrees to hold the Company and each other
                  shareholder (each shareholder's successors and assigns) wholly
                  and completely harmless from any cost, liability or damage
                  (including, without limitation, liabilities for income taxes
                  and costs of enforcing this indemnity) incurred by any of such
                  indemnified persons as a result of a Transfer or attempted
                  Transfer in violation of this Agreement.

         2.5      SUBSEQUENTLY ISSUED SHARES. All Shares hereinafter issued to
                  Employee or to Employee's beneficiaries, heirs, successors in
                  interest, representatives or assigns with respect to any
                  Shares subject to this Agreement, whether by stock split,
                  stock dividend or otherwise, shall bear the same endorsement
                  and be subject to all the terms and conditions hereof.

         2.6      LEGEND. In addition to other legends required under the
                  Stockholders' Agreement and applicable securities laws, the
                  Shares, which are subject to this Agreement, shall contain the
                  following legend:

                           "The shares represented by this certificate are
                           subject to repurchase by Energy Partners, Ltd. and
                           such shares may not be sold or otherwise transferred
                           except pursuant to the Employment and Stock Ownership
                           Agreement, dated March 18, 2000, by and between the
                           shareholder to whom this certificate was issued, the
                           shareholder's spouse and Energy Partners, Ltd., a
                           copy of which is on file in the office of the
                           Corporate Secretary of the Company."

         2.7      INTERNAL REVENUE CODE SECTION 83(b) ELECTION. The Employee
                  shall execute a valid election under Internal Revenue Code
                  Section 83(b), in accordance with the procedures prescribed in
                  the regulations thereunder and the form attached hereto and
                  made hereof as Exhibit "C".

         2.8      SHAREHOLDER RIGHTS UPON JUDGMENT OF SEPARATION OR DIVORCE. In
                  the event of a judgment of separation or divorce involving
                  Employee in which a portion of Employee's Shares are
                  transferred to Employee's spouse/ex-spouse, Employee shall
                  have sixty (60) days from the date of such transfer to
                  purchase said Shares from the spouse/ex-spouse. If Employee
                  does not purchase said Shares within the sixty (60) day time
                  period, then within four (4) months of said transfer, all of
                  Employee's rights to the Shares transferred to Employee's
                  spouse/ex-spouse may be acquired as set forth in Section 2.12
                  hereof. If the Shares are owned as community property or in
                  joint ownership, Employee's spouse shall execute this
                  Agreement in acknowledgment and agreement to such sale of
                  Shares. The spouse, by executing this Agreement, shall also
                  acknowledge and agree that following such sale of their
                  Shares, the spouse will have no further interest whatsoever in
                  this Agreement or any claims under it. This provision shall be
                  inapplicable to any Employee whose spouse/ex-spouse is also an
                  employee of the Company and holds Shares in their own name.

         2.9      PURCHASE PRICE UPON JUDGMENT OF SEPARATION OR DIVORCE. (a) If
                  the Employee purchases the spouse/ex-spouse's Shares, the
                  purchase price shall be based upon the "fair market value" of
                  the Shares as of the end of the fiscal year of the Company
                  immediately preceding the date of said judgment and payment
                  shall be made in cash. "Fair market value" shall be determined
                  by both the Employee and the spouse/ex-spouse by obtaining two
                  (2) separate appraisals of the Shares by each party, and
                  reaching an agreement on the fair market value based upon the
                  two (2) appraisals. However, if no agreement can be reached
                  within five (5) business days of the date of the latest
                  appraisal, the Company will obtain a third appraisal, with
                  costs split evenly between the Employee and the
                  spouse/ex-spouse, and the fair market value will be the
                  average of the three (3) appraisals. (b) If the Employee does
                  not purchase the Shares from the spouse/ex-spouse, then the
                  Shares may be acquired as set forth in Section 2.12 hereof for
                  the fair market value established based upon the average of an
                  appraisal obtained by Company and an appraisal obtained by
                  Employee determined as of the end of the fiscal year of the
                  Company immediately preceding the date of said judgment within
                  four (4) months of the transfer to the spouse/ex-spouse.

         2.10     INTERESTS OF EMPLOYEE SPOUSE UPON DEATH. By executing this
                  Agreement, the spouse of Employee agrees to execute within
                  sixty (60) days hereof, a valid last will and testament
                  containing a legacy to Employee consisting of all interests in
                  the Shares that the spouse owns jointly or through a community
                  property regime. The last will and testament shall also
                  contain a provision that should such disposition



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                  impinge upon the legitime of the spouse's forced heirs, that
                  Employee shall have the right within six (6) months of the
                  spouse's death to purchase such Shares at a price based upon
                  an independent appraisal determined as of the December
                  thirty-first (31st) immediately prior to the date of the
                  spouse's death. Should Employee fail to purchase such Shares,
                  the Shares may be acquired as set forth in Section 2.12 hereof
                  at the fair market value as determined using the procedure set
                  forth in Subparagraph 2.9(b) above, within four (4) months of
                  the spouse's death.

         2.11     OPTION TO PURCHASE. As more fully described in Section 2.2 of
                  the Stockholders' Agreement, any right or option to purchase
                  any shares pursuant to this Agreement shall first be
                  exercisable by Richard A. Bachmann, or his designee, who shall
                  first have the option to purchase all of the Shares under the
                  applicable terms and conditions. So long as the Stockholder
                  Agreement is in effect, the Evercore Entities (as defined in
                  the Stockholder Agreement) shall have the option to purchase
                  or redeem the Shares if not purchased by Richard A. Bachmann
                  under the same applicable terms and conditions. The other
                  Management Shareholders (as defined in the Stockholder
                  Agreement) shall have the option to purchase all of the Shares
                  not purchased by Richard A. Bachmann or the Evercore Entities
                  under the same applicable terms and conditions.

         2.12     EMPLOYEE'S FOR "CAUSE" TERMINATION. The Company may terminate
                  Employee's employment and all of the Company's obligations
                  under this Agreement at any time for "Cause" as defined in
                  Subparagraph 1.1 above. If Employee is terminated for "Cause",
                  all stock received and vested as set forth in Section 2.1
                  shall be the property of Employee, but any right to receive
                  stock after the termination date will be cancelled and
                  forfeited. Similarly, if Employee is terminated for cause, all
                  options described in Section 2.2 which have vested prior to
                  termination shall be the property of and exercisable by
                  Employee, but any option rights which otherwise would mature
                  after termination will lapse, be cancelled, and forfeited.

         2.13     EMPLOYEE'S TERMINATION UPON DEATH OR DISABILITY. Employee's
                  employment and the Company's obligations under this Agreement
                  shall terminate automatically, effective immediately and
                  without any notice, upon Employee's death or a determination
                  of Disability of Employee. For purposes of this Agreement,
                  "Disability" means the inability of Employee, due to a
                  physical or mental impairment, for 90 days (whether or not
                  consecutive) during any period of 360 days to perform the
                  duties and functions contemplated by this Agreement. A
                  determination of Disability shall be made by the Board of
                  Directors in consultation with a physician satisfactory to the
                  Company, and Employee shall cooperate with the efforts to make
                  such determination. Any such determination shall be conclusive
                  and binding on the parties. Any determination of Disability
                  under this Section 2.13 is not intended to alter any benefits
                  any party may be entitled to receive under any long-term
                  disability insurance policy maintained by either the Company
                  or Employee with respect to Employee, which benefits shall be
                  governed solely by the terms of any such insurance policy. If
                  Employee is terminated due to death or disability, as defined
                  above, all stock received prior to termination becomes vested
                  and any future stock or options which were scheduled for
                  receipt will lapse.

         2.14     EMPLOYEE'S TERMINATION WITHOUT CAUSE. The Company may
                  terminate Employee's employment and all of the Company's
                  obligations under this Agreement at any time by written notice
                  to Employee without cause. If Employee is terminated without
                  cause, all stock received and any future stock or options
                  scheduled for receipt as defined in Subparagraphs 2.1 and 2.2
                  above, becomes vested.

3.0      MISCELLANEOUS.

         3.1      ENTIRE AGREEMENT. The parties to this Agreement acknowledge
                  that they have concurrently executed the Stockholder
                  Agreement. In any circumstance where there is a conflict
                  between the provisions of the Stockholders' Agreement and this
                  Agreement, the provisions of the Stockholders' Agreement shall
                  prevail, but only so long as the Stockholders' Agreement is in
                  force and effect. Capitalized terms not defined herein shall
                  have the meaning set forth in the Stockholders' Agreement.
                  Without limiting the generality of the foregoing, this
                  Agreement embodies the entire agreement between the parties
                  hereto regarding to the subject matter hereof, and shall
                  supersede any and all prior agreements whether written or oral
                  relating to employment and/or Shares of the Company owned by
                  Employee, and shall be binding upon Employee and Employee's
                  heirs, legatees, legal representatives, successors, donees,
                  transferees and assigns, and Employee does hereby authorize
                  and obligate Employee's executors, heirs and legatees to
                  comply with the terms of this Agreement. The parties shall not
                  be bound by or be



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                  liable for any statement, representation, promise, inducement
                  or understanding of any kind or nature regarding the subject
                  matter hereof which is not set forth herein. No changes,
                  amendments or modifications of any of the terms or conditions
                  of this document shall be valid unless reduced to writing and
                  signed by all parties hereto, Company being represented by its
                  President or his designee.

         3.2      REGISTRATION RIGHTS AGREEMENT AND STOCKHOLDER AGREEMENT. The
                  Registration Rights Agreement as set forth on Exhibit "D"
                  attached hereto and made a part hereof, is hereby acknowledged
                  and accepted as binding upon Employee and Company as though
                  employee was an original signatory of such agreement. The
                  Stockholder Agreement dated as of November 17, 1999 as set
                  forth on Exhibit "E" attached hereto and made a part hereof,
                  is hereby acknowledged and accepted as binding upon Employee
                  and Company as though employee was an original signatory of
                  such agreement.

         3.2      SEVERABILITY. If any provision of this Agreement shall be
                  declared unlawful or incapable of execution or in conflict
                  with the Stockholders' Agreement, such facts shall in no way
                  affect the validity of any other portion hereof which can be
                  given reasonable effect without the provision declared invalid
                  or incapable of execution; nor shall such fact operate to
                  nullify or rescind this Agreement, but shall only serve to
                  render ineffective the provisions declared invalid of the
                  remainder, or the intent of the Agreement as a whole.

         3.3      APPLICABLE LAW. This document shall be construed for all
                  purposes as a Louisiana document and shall be interpreted and
                  enforced in accordance with the laws of the State of
                  Louisiana; provided however, that the non-compete provisions
                  set forth in Subparagraph 1.5 hereof shall governed by the law
                  of the state where the alleged competition occurs, whether in
                  Louisiana or some other state.

         3.4      NUMBER AND GENDER. As used herein, the singular shall include
                  the plural and vice versa and words used in one gender shall
                  include all others as appropriate.

         3.5      ADDITIONAL DOCUMENTS. The parties hereto agree to execute
                  whatever documents or instruments and to perform whatever acts
                  may be reasonably required to fulfill the requirements and/or
                  intents hereof.

         3.6      LEGAL ASSISTANCE. The parties hereto have each consulted with
                  legal counsel or have had the opportunity to consult with
                  legal counsel regarding the terms and conditions of this
                  Agreement.

         3.7      TERMINATION. The Terms and Conditions of Sections 1.0 to 1.4
                  of this Agreement shall terminate on the third anniversary of
                  this Agreement.

         IN WITNESS WHEREOF, the parties hereto have set forth their hand and
seal on the day, month and year first above written in multiple originals, each
of which shall have the same force and effect as if it were the sole original.

WITNESSES:                             ENERGY PARTNERS, LTD.

                                       By:
-----------------------------             -------------------------------
                                           Richard A. Bachmann
-----------------------------              President and Chief Executive Officer

-----------------------------          By:
                                          -------------------------------
-----------------------------              Suzanne V. Baer



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