Offer Letter to W. Mac Jensen



 Exhibit 10.1 
 



 
  
  

 

			
	 Gary C. Hanna

Chief Executive Officer
	  	 Direct (504) 799-1913
 Fax (504) 535-2704
 ghanna@eplweb.com


 April 29, 2011 
 Mr. W. Mac Jensen 
 Houston, TX 
 Dear Mac: 
 This letter serves to confirm an offer of employment to you for the position of Senior
Vice President, Business Development with Energy Partners, Ltd. (the “Company”) in our Houston office. 
 The following represent the
terms and conditions of this offer: 
  

	 	•	 	 Commencement date on May 2, 2011 (or such other date in close proximity thereto as shall be mutually agreed between us).




	 	•	 	 Starting base salary of $245,000 annually. 



	 	•	 	 Annual bonus target of 50% of base pay. 



	 	•	 	 The grant on the commencement date of your employment of an option with a ten year term to purchase 15,000 shares of Common Stock of the Company that
will vest in one-third increments on each of the first three anniversaries of the date of grant at an exercise price equal to the closing price of the Company’s Common Stock on the date of grant (a detailed Stock Option Agreement containing
standard terms consistent with the foregoing will be provided shortly after your commencement of employment). You will also be eligible for additional option or other equity grants as approved by the Board of Directors. 




	 	•	 	 The grant on the commencement date of your employment of 5,000 Restricted Shares, with the restrictions lapsing in one-third increments on each of the
first three anniversaries of your date of employment (likewise, a Restricted Share Agreement containing standard terms consistent with the foregoing will be provided shortly after your commencement of employment). 



	 	•	 	 You will be eligible for twenty days of vacation annually. 



	 	•	 	 Eligible for Change of Control Agreement, including a 1.5 multiple times the sum of base and 50% of current bonus target (details of the calculation
are provided in the Change of Control Severance Plan and its amendments). 


 In addition to your compensation, you will be
entitled to participate in any plans sponsored by the Company, including medical, dental, disability and life insurance plans, subject in each instance to applicable conditions and waiting periods. The Company also sponsors a 401(k) Plan in which
you will be eligible to participate on the terms provided in the plan documents. A summary of the benefit plans and a copy of the 401(k) Summary Plan description are being provided to you separately. 

  
 ENERGY
PARTNERS, LTD. • 201 ST. CHARLES AVENUE, SUITE 3400 • NEW ORLEANS, LA 70170 • (504) 569-1875 








 The Company, as do most employers, expressly reserves the right to discontinue or amend the nature or amount
of any of the compensation or benefit plans/programs/policies/practices that it offers. Also, your employment at the Company will be on an “at will” basis, meaning that you or the Company may terminate this employment relationship at any
time, with or without reason. 
 If you have any questions, please call me. We are very pleased to make this offer to you and are looking
forward to you joining our team. 
 Please acknowledge your acceptance of this offer by signing below and returning one copy to the undersigned,
whereupon this shall constitute a binding agreement between us. 
 Sincerely, 
 Gary C. Hanna 
 Chief Executive Officer 

 
  

	
	 ACCEPTED AND AGREED
 this
2nd day of May, 2011

	
	/s/ W. Mac Jensen
	W. Mac Jensen


  
 ENERGY
PARTNERS, LTD. • 201 ST. CHARLES AVENUE, SUITE 3400 • NEW ORLEANS, LA 70170 • (504) 569-1875