ex10_7.htm


     

    Exhibit 10.7

     


    FORM OF THIRD AMENDMENT TO

    CHANGE
OF CONTROL SEVERANCE AGREEMENT

    BY
AND BETWEEN

    ENERGY
PARTNERS, LTD.

    AND
_______________________

     

    Energy
Partners, Ltd. and _____________ hereby agree to amend the Change of Control
Severance Agreement between them dated as of ___________, as amended by the
First and Second Amendments thereto (the “Severance Agreement”), as
follows:

     

    1. The first
sentence of Section 1 of the Severance Agreement is amended by deleting “March
28, 2009” and substituting in lieu thereof “March 28, 2010.”

     

    2. The last
sentence of Section 1 of the Severance Agreement (added by the First Amendment)
is deleted in entirety.

     

    3. The first
sentence of Section 2 of the Severance Agreement is amended by deleting “March
28, 2009” and substituting in lieu thereof “March 28, 2010.”

     

    4. Section 3
of the Severance Agreement 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 subsection (a) of Section 1 of this
Agreement.”

     

    5. The third
sentence of Section 3 of the Severance Agreement (which was the second sentence
prior to the amendment made pursuant to item 2 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 Agreement or other plans, programs,
arrangements or agreements maintained by the Company or one of its affiliates),
it is determined that payments under this Agreement 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
Executive on such date as may be determined by the Company 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.’”

     

    6. The last
sentence of subsection (d) of Section 4 of the Severance Agreement is amended to
read in its entirety as follows:

     

    “A
termination of employment by the Executive shall not be considered to be for
Good Reason unless (i) the Executive has provided 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 Executive has knowledge of the condition
constituting Good Reason.

     

    7. Section
5.2 of the Severance Agreement is amended to read in its entirety as
follows:

     

    “5.2 Termination of
Agreement.  This Agreement shall terminate and be of no further
force and effect if a Change of Control (as defined in Section 4 of this
Agreement) of the Company does not occur before March 28, 2010.”

     

    8. Section
5.12 of the Severance Agreement (added by the First Amendment) is amended to
read in its entirety as follows:

     

    “5.12
Code Section
409A.  In the event that it shall be determined that any
payments or benefits under this Agreement constitute nonqualified deferred
compensation covered by Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) for which no exemption under Code Section 409A or the
regulations thereunder is available (“Covered Deferred Compensation”), then
notwithstanding anything in this Agreement to the contrary, (i) if the Executive
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 Executive’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 Executive’s separation from service (or, if
earlier than the end of such 6-month period, the date of the Executive’s death),
and (ii) the Executive shall be deemed to have terminated from employment for
purposes of this Agreement if and only if the Executive 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 Agreement relating to such Covered
Deferred Compensation shall be interpreted and operated consistently with the
requirements of Code Section 409A and the regulations thereunder.”

     

    Except as
amended as herein set forth, the Severance Agreement shall continue in full
force and effect in accordance with its terms.

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have set their hands on this ____ day of
November, 2008 in multiple originals, each of which shall have the same force
and effect as if it were the sole original.

     

    
      	
              ENERGY
      PARTNERS, LTD.

               

               

            
	
              By: 
      ________________________________________

               

              ______________________________________

              Executive:

            


    

     

    


     

     

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