ex10_2.htm


     

     

    Exhibit 10.2

    
 

    THIRD AMENDMENT TO

    ENERGY
PARTNERS, LTD.

    CHANGE
OF CONTROL SEVERANCE PLAN

     

    The
Energy Partners, Ltd. Change of Control Severance Plan, as amended by the First
and Second Amendments thereto, is hereby amended in the following
respects:

     

    1. The last
sentence of subsection (h) of Section 2 is amended to read in its entirety as
follows:

     

    “A
termination of employment by the Participant shall not be considered to be for
Good Reason unless (i) the Participant provides written notice to the Company of
the existence of the condition constituting Good Reason and the Company fails to
remedy the condition within thirty (30) days after receiving such notice, and
(ii) the termination of employment occurs within sixty (60) days after the
Participant has knowledge of the condition constituting Good
Reason.”

     

    2. The
sentence of Section 5 added by item 5 of the First Amendment thereto is deleted
in its entirety.

     

    3. Section 7
is amended by adding the following sentence after the first sentence
thereof:

     

    “Any
reduction pursuant to the preceding sentence shall be made by reducing first the
severance benefit described in Section 5(a) of this Plan.”

     

    4. The third
sentence of Section 7 (which was the second sentence prior to the amendment made
pursuant to item 3 above) is amended to read in its entirety as
follows:

     

    “If, as a
result of subsequent events or conditions (including a subsequent payment or
absence of a subsequent payment under this Plan or other plans, programs,
arrangements or agreements maintained by the Company or one of its affiliates),
it is determined that payments under this Plan to a Participant have been
reduced by more than the minimum amount required to prevent any payments from
constituting an “excess parachute payment,” then an additional payment shall be
made to the Participant on such date as may be determined by the Committee but
not later than 60 days after the applicable event or condition in an amount
equal to the additional amount that can be paid without causing any payment to
constitute an ‘excess parachute payment.’”

     

    5. Section
17 (added by the First Amendment) is amended to read in its entirety as
follows:

     

     

    “17.           Compliance with Code Section
409A.  In the event that it shall be determined that any
payments or benefits payable in re-

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    spect of
any Participant under this Plan constitute nonqualified deferred compensation
covered by Code Section 409A for which no exemption under Code Section 409A or
the regulations thereunder is available (“Covered Deferred Compensation”), then
notwithstanding anything in this Plan to the contrary, (i) if the Participant is
a “specified employee” (within the meaning of Code Section 409A and the
regulations thereunder and as determined by the Company in accordance with said
Section 409A) at the time of the Participant’s separation from service (as
defined below), the payment of any such Covered Deferred Compensation payable on
account of such separation from service shall be made no earlier than the date
which is 6 months after the date of the Participant’s separation from service
(or, if earlier than the end of such 6-month period, the date of the
Participant’s death), and (ii) the Participant shall be deemed to have
terminated from employment for purposes of this Plan if and only if the
Participant has experienced a “separation from service” within the meaning of
said Section 409A and the regulations thereunder.  To the extent any
payment of Covered Deferred Compensation is subject to the 6-month delay, such
payment shall be paid immediately after the end of such 6-month period (or the
date of death, if earlier).  The provisions of this Plan relating to
such Covered Deferred Compensation shall be interpreted and operated
consistently with the requirements of Code Section 409A and the regulations
thereunder.”

     

    


    
      
         

        Dated:
November 13, 2008

        
          	 
      	
                  ENERGY
      PARTNERS, LTD.

                   

                   

                  By:  /s/ John H. Peper        

                          John
      H. Peper

                          Executive
      Vice President, General

                          Counsel
      and Corporate Secretary