EXHIBIT 10.14


FY14 Performance Unit Award Agreement


 


ENERGY XXI SERVICES, LLC

2006 LONG-TERM INCENTIVE PLAN

PERFORMANCE UNIT AWARDS AGREEMENT


 


This Performance Unit
Awards Agreement (the “Agreement”), made as of the 21st day of July, 2014 (the “Grant Date”),
by and between Energy XXI Services, LLC (the “Employer”), Energy XXI (Bermuda) Limited, a Bermuda entity (the “Company”)
and _____________  (the “Grantee”), evidences the grant by the Employer of (“Performance Units” or “Award”)
to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Energy XXI
Services, LLC 2006 Long-Term Incentive Plan, as amended or restated from time to time (the “Plan”). All capitalized
terms not otherwise defined herein shall have the meanings set forth in the Plan. The Employer, the Company and the Grantee agree
as follows:


 


1.          Purpose
for Award. The Grantee hereby receives as of the date hereof a Performance Unit Award of  __________ Performance Units
pursuant to the terms of this Agreement (the “Grant”). This Grant is intended to reward the Grantee for future increases
in the value of the Company’s Common Stock over the three year period beginning on the Grant Date (the “Performance
Period”). All calculations required pursuant to this Agreement shall be made by the Committee and shall be final and binding
on the Grantee. The Grant is comprised of both Time-Based Performance Units (25% of total award) and TSR Modified Performance
Units (75% of total award).


 


(a)          Calculation
of Time-Based Units. The amount payable to the Grantee pursuant to the Time-Based Performance Units shall be determined
as of the applicable Vesting Date pursuant to Section 3(a) or the payment event pursuant to Section 3(b), and shall be based upon
the number of Time-Based Performance Units which vest/are payable as of such date multiplied by the Adjusted Notional Value (defined
below). This calculation will be made by the Committee.


 


(b)          Calculation
of TSR Modified Performance Units.


 


(i)          Basic
calculation of TSR Modified Performance Units. The amount payable to the Grantee pursuant to the TSR Modified Performance Units
shall be determined as of the applicable Vesting Date pursuant to Section 3(a) or the payment event pursuant to Section 3(b). Such
amount shall be based upon the number of TSR Modified Performance Units which vest/are payable as of such date multiplied by the
Adjusted Notional Value. This amount shall then be multiplied by the appropriate “TSR Unit Number Modifier” set forth
on Exhibit A to determine the amount (if any) payable as of such date.


 




    	 



    	 



    

  


FY14 Performance Unit Award Agreement


 


(ii)         Calculation
of TSR Modified Performance Units upon a Change of Control or an Involuntary Termination. Upon (A) the occurrence of a Change
of Control; or (B) an “Involuntary Termination” (defined below) (each an “Accelerated Vesting Event”),
all Performance Units (including any outstanding Performance Units granted prior to the Grant Date under this Agreement (in the
aggregate, the “Outstanding Performance Units”)) shall become 100% vested, the Performance Period will be shortened
to end on the Accelerated Vesting Event, and the Outstanding Performance Units will be settled in accordance with the applicable
TSR Unit Number Modifier set forth on Exhibit A. In addition, the Performance Units subject to this Agreement will paid
out pursuant to the Adjusted Notional Value as calculated pursuant to Section 2 (Outstanding Performance Units other than the Performance
Units subject to this Agreement will be paid out pursuant to the Adjusted Notional Value calculated pursuant the agreements evidencing
such awards).


 


(iii)        Involuntary
Termination. For purposes of this Agreement, an “Involuntary Termination” means a termination of the Grantee’s
employment with the Employer (or any Affiliate) (A) due to death, (B) due to Disability, (C) by the Employer (or any Affiliate)
without Cause, or (D) by the Grantee for “Good Reason.” “Good Reason” means the occurrence of any of the
following circumstances without the consent of the Grantee: (1) the assignment to Grantee of any duties that materially adversely
alter the nature or status of Grantee’s office and responsibilities (other than reporting responsibilities and other than
any increase in responsibilities resulting from promotion), or other action that results in the material diminution of Grantee’s
position, duties or authorities, from those in effect immediately prior to such change in position, assignment or action, (2) the
material diminution of Grantee’s aggregate targeted compensation, or (3) the relocation of the Grantee’s principal
place of employment to anywhere outside the greater Houston, Texas metropolitan area, (other than required travel on the business
of the Company and its Affiliates). In the event of an occurrence of Good Reason, Grantee must notify the Employer in writing of
the existence of Good Reason within 30 days of the occurrence. If the circumstances resulting in Good Reason are not cured by the
Employer or its Affiliates within 30 days of receipt by the Employer of such notice, the Grantee may terminate his or her employment
for Good Reason no later than the 60th day following the initial occurrence of Good Reason.


 


2.          Performance
Unit Value.


 


(a)         Performance
Unit Value. The value of each Performance Unit will have an initial notional value equal to the simple average of the closing
prices of the Common Stock for the period of twenty business days ending on the day immediately preceding the Grant Date (the “Initial
Notional Value”). At the applicable Vesting Date under Section 3(a) or the payment event under Section 3(b), the notional
value of each Performance Unit will equal the simple average of the closing prices of the Common Stock for the period of twenty
business days ending on the day immediately preceding the Vesting Date under Section 3(a) or the payment event under Section 3(b)
(the “Adjusted Notional Value”).


 


The Initial
Notional Value of the Performance Units is $22.48 per share.


 


(b)         Accounts.
The Employer shall in accordance with the Plan establish and maintain a bookkeeping account for the Grantee (the “Performance
Unit Account”), and such account shall be credited with the number of Performance Units granted to the Grantee. The Employer
may establish separate bookkeeping accounts for the Time-Based Performance Units and the TSR Modified Performance Units which collectively
will constitute the Performance Unit Account.


 




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FY14 Performance Unit Award Agreement


 


(c)          Transfer.
Until the Performance Units awarded to the Grantee shall have vested, the Performance Units nominally credited to the Grantee’s
Performance Unit Account shall not be sold, transferred, or otherwise disposed of and shall not be pledged or otherwise hypothecated.


 


3.         Vesting.


 


(a)          Vesting
Dates. The Performance Units covered by this Agreement shall vest ratably over three (3) years, provided that Grantee
is still employed by the Employer (or the Company or any Affiliate) on such each of these dates as follows: July 21, 2015, 2016;
and 2017 (the “Vesting Dates”). Except as provided in Section 3(b) below, if the Grantee ceases to be employed by the
Employer (or the Company or any Affiliate) for any other reason at any time prior to the applicable Vesting Date, the unvested
Performance Units shall automatically be forfeited upon such cessation of employment.


 


(b)          Additional
Vesting Events. Notwithstanding Section 3(a) above, all outstanding Performance Units that have not previously been forfeited
pursuant to Section 3(a) shall become immediately payable upon the occurrence of an Accelerated Vesting Event.


 


4.         Time and
Form of Payment. Payment shall be made in cash or Common Stock to the Grantee (at the sole discretion of the Committee)
in a lump sum as soon as practicable after the Vesting Date, or event set forth in Section 3(b), and in any event, within 2 weeks
after such date or event. To the extent that payment is made in Common Stock, the Committee shall cause a stock certificate to
be delivered to the Grantee with respect to such Common Stock free of all restrictions hereunder, except for applicable federal
securities laws restrictions.


 


5.         Compliance
with Laws and Regulations. The issuance of shares of Common Stock upon vesting of the Performance Units shall be subject
to compliance by the Employer, the Company and the Grantee with all applicable requirements of securities laws, other applicable
laws and regulations of any stock exchange on which the shares of Common Stock may be listed at the time of such issuance or transfer.
The Grantee understands that the Company is under no obligation to register or qualify the shares of Common Stock with the Securities
and Exchange Commission (“SEC”), any state securities commission or any stock exchange to effect such compliance.


 


6.         Tax Withholding.
The Employer and the Company may deduct from any payment of any kind otherwise due to the Grantee (including payments due when
the Performance Units vest) any federal, state or local taxes of any kind required by law to be withheld with respect to the payment
of Performance Units. Alternatively, the Grantee may no later than the date as of which the Performance Units vest, pay to the
Employer or the Company (in cash or to the extent permitted by the Committee, Common Stock held by the Grantee whose Fair Market
Value on the day preceding the date the Performance Units vests or is payable is equal to the amount of the Grantee’s tax
withholding liability) any federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the
Performance Units that vest or become payable.


 




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FY14 Performance Unit Award Agreement


 


7.         Non-transferability.
This Award is not transferable.


 


8.         No Right
to Continued Employment. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation
on the right of the Employer or the Company or any of its Affiliates to terminate the Grantee’s employment at any time, in
absence of a specific written agreement to the contrary.


 


9.         Severability.
In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision
shall be fully severable and shall not affect the remaining provisions of this Agreement, and the Agreement shall be construed
and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.


 


10.        Certain Restrictions. By executing this Agreement, Grantee acknowledges that he will enter into such written
representations, warranties and agreements and execute such documents as the Employer or the Company may reasonably request in
order to comply with the terms of this Agreement or the Plan, or securities laws or any other applicable laws, rules or regulations.


 


11.        Amendment
and Termination. Except as otherwise provided in the Plan or this Agreement, no amendment or termination of this Agreement
shall be made by the Employer or the Company without the written consent of the Grantee.


 


12.         No Guarantee
of Tax Consequences. Neither the Employer nor the Company makes any commitment or guarantee to Grantee that any federal
or state tax treatment will apply or be available to any person eligible for benefits under this Agreement.


 


13.         Binding
Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Employer, the Company and
all persons lawfully claiming under Participant.


 


14.         Committee
Determinations. Every interpretation, decision or determination made by Committee pursuant to this Award shall be final
and binding upon the Grantee, and may not be challenged or overturned, in whole or in part, except upon clear and convincing proof
that such interpretation, decision or determination is an abuse of discretion.


 


15.          Governing
Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. The
courts in Harris County, Texas shall be the exclusive venue for any dispute regarding the Plan or this Agreement.


 


[Signatures on following
page]


 




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FY14 Performance Unit Award Agreement


 


IN WITNESS WHEREOF,
the parties hereto have signed this Agreement as of the date first above written.


 


	 	ENERGY XXI SERVICES, LLC
	 	 	 
	 	By:	 
	 	 	D. West Griffin
	 	 	Director
	 	 	 
	 	ENERGY XXI (BERMUDA) LIMITED, a Bermuda entity
	 	 	 
	 	By:	 
	 	 	John D. Schiller, Jr.
	 	 	Chairman and CEO
	 	 	 
	 	GRANTEE:
	 	 	 
	 	 	 


 


 




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EXHIBIT 10.14


FY14 Performance Unit Award Agreement


 


Exhibit A


   





	 	 	Relative TSR Performance	 	TSR Unit Number

Modifier
	Below Threshold	 	< 25th Percentile	 	0%
	Threshold	 	25th Percentile	 	50%
	Target	 	50th Percentile	 	100%
	Maximum	 	75th Percentile (or above)	 	200%







  


“Total Shareholder Return”
(“TSR”) means, with respect to each applicable company, (a) the sum of (i) share price appreciation (calculated as
the simple average of the closing prices of the applicable equity security for the period of twenty business days ending on the
day immediately preceding the Vesting Date less the simple average of the closing prices of the applicable equity security for
the period of twenty business days ending on the day immediately preceding Grant Date or, as applicable, the preceding Vesting
Date), plus (ii) cumulative dividends or distributions during each annual vesting year, plus (iii) any additional value or compensation
received by share or unit holders such as equity received from spinoffs during such vesting year, (b) divided by the simple
average of the closing prices of the applicable equity security for the period of twenty business days ending on the day immediately
preceding the Grant Date; provided, however, upon the occurrence of an Accelerated Vesting Event, the “TSR Unit Number Modifier”
set forth on above will be deemed to be 200% with respect to the Performance Period. In addition, upon the occurrence of an Accelerated
Vesting Event, the “TSR Unit Number Modifier” with respect to all Outstanding Performance Units other than Performance
Units awarded pursuant to this Agreement will be deemed to be 200%.


 


“Relative TSR Performance”
set forth in the table above will equal the ratio of the Company’s TSR as compared to the TSR of the following peer companies
(calculated as a simple average), in each case, over the Performance Period:


 


	Anadarko Petroleum Corporation	Encana Corporation	Range Resources Corporation
	Apache Corporation	EnQuest PLC	SM Energy Company
	Cabot Oil & Gas Corporation	Forest Oil Corporation	Southwestern Energy Company
	Chesapeake Energy Corporation	Newfield Exploration Company	Stone Energy Corp.
	Cimarex Energy Co.	Noble Energy Inc.	Ultra Petroleum Corp.
	Denbury Resources Inc.	Pioneer Natural Resources Company	W&T Offshore, Inc.
	Devon Energy Corporation	Premier Oil plc	Whiting Petroleum Corporation
	EOG Resources Inc.	Quicksilver Resources Inc.	 


 




    	 



    	 



    

 


FY14 Performance Unit Award Agreement


 


In the event a peer company is no longer
publicly traded (for any reason, including merger, acquisition, or bankruptcy) during any annual vesting period, the peer company
will be eliminated from the list above (and no other company will replace the eliminated peer) for any uncompleted annual vesting
periods during the Performance Period.


 


The “TSR Unit Number Modifier”
set forth in the table above will be interpolated for relative TSR performance at percentiles between the 25th and 75th
(but the TSR Unit Number Modifier will be no greater than 200%). In the event the Company’s TSR determined with respect to
the annual period ending on any Vesting Date is negative, the TSR Unit Number Modifier may be no greater than 100% (regardless
of the relative performance of the Company’s TSR).


 


Calculations pursuant to this Exhibit
A will be made by or pursuant to the direction and ultimate discretion of the Committee.


 




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