EX-10.2



 Exhibit 10.2 

THIRD AMENDMENT TO THE 

STONE ENERGY CORPORATION 

2009 AMENDED AND RESTATED STOCK INCENTIVE PLAN 

THIS THIRD AMENDMENT (this “Third Amendment”) to the Stone Energy Corporation 2009 Amended and Restated Stock
Incentive Plan, as amended from time to time (the “Plan”), is made by Stone Energy Corporation (the “Company”). 

W I T N E S S E T H: 

WHEREAS, the Company previously adopted the Plan, under which the Company is authorized to grant equity-based incentive awards to
certain employees and other service providers of the Company; 
 WHEREAS, Article X of the Plan provides that the Company’s
board of directors (the “Board”) may amend the Plan from time to time; 
 WHEREAS, the Board has previously
approved the Second Amendment the Plan to increase the number of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) available under the Plan and to make certain other revisions determined to be
advisable by the Chief Executive Officer of the Company; 
 WHEREAS, in connection with the increase of share of Common Stock, the
Board desires to submit the material terms of the Plan to the stockholders of the Company and to make certain other changes to the Plan to provide for the flexibility to make cash payments or awards related to Common Stock intended to constitute
“performance-based compensation” within the meaning of section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”); and 

WHEREAS, in connection with such approval, the Company hereby adopts this Third Amendment, effective as of May 21, 2015 (the
“Effective Date”) and subject to approval by the stockholders of the Company, to provide for the award of “performance-based compensation” within the meaning of section 162(m) of the Code pursuant to the Plan. 

NOW, THEREFORE, the Plan shall be amended as of the Effective Date, subject to approval by the Company’s stockholders, as set
forth below: 
 1. Paragraph VI of the Plan is hereby amended and restated in its entirety to read as follows: 

VI. ELIGIBILITY 

Awards may be granted only to persons who, at the time of grant, are Employees or Nonemployee Directors (collectively
“Eligible Persons”). An award may be granted on more than one occasion to the same person, and, subject to the limitations set forth in the Plan, such Award may include an Incentive Stock Option, an Option that is not an
Incentive Stock Option, a Restricted Stock Award, a Cash Award, or any combination thereof. 







 2. A new Paragraph XII is hereby added to the Plan to read as follows: 

XII. PERFORMANCE AWARDS 

(a) General. The Committee is authorized to designate any of the Awards granted under the Plan as Performance
Awards and to grant Cash Awards (which may or may not be designated as Performance Awards). The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions
applicable to a Performance Award, and may exercise its discretion to reduce or increase the amounts payable under any Performance Award, except as limited under this Paragraph XII in the case of a Section 162(m) Award. Performance conditions
may differ for Performance Awards granted to any one Participant or to different Participants. The performance period applicable to any Performance Award shall be set by the Committee in its discretion but shall not exceed ten years. 

(b) Section 162(m) Awards. If the Committee determines that a Performance Award granted to a Covered
Employee is intended to qualify as a Section 162(m) Award, the grant, exercise, vesting and/or settlement of such Performance Award shall be contingent upon achievement of a pre-established performance goal or goals and other terms set forth in
this Paragraph XII provided, however, that nothing in this Paragraph XII or elsewhere in the Plan shall be interpreted as preventing the Committee from granting Awards to Covered Employees that are not intended to constitute Section 162(m)
Awards or from determining that it is no longer necessary or appropriate for a Section 162(m) Award to qualify as such. 

(i) Performance Goals Generally. The performance goals for Section 162(m) Awards shall consist of one or
more business criteria and a targeted level or levels of performance with respect to each of such criteria as specified by the Committee. Performance goals shall be objective and shall otherwise meet the requirements of section 162(m) of the Code
and regulations thereunder (including Treasury Regulation §1.162-27 and successor regulations thereto), including the requirement that the level or levels of performance targeted by the Committee must be “substantially uncertain” at
the time the Committee actually establishes the performance goal or goals. 
 (ii) Performance Criteria. 

(A) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or
for specified Subsidiaries or business or geographical units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for
Section 162(m) Awards: (1) earnings per share; (2) revenues; (3) cash 







 
flow; (4) cash flow from operations; (5) cash flow return; (6) return on net assets; (7) return on assets; (8) return on investment; (9) return on capital;
(10) return on equity; (11) economic value added; (12) operating margin; (13) contribution margin; (14) net income; (15) net income per share; (16) pretax earnings; (17) pretax earnings before interest,
depreciation and amortization; (18) pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items; (19) total stockholder return; (20) debt reduction or management;
(21) market share; (22) Fair Market Value of the Stock; (23) operating income; (24) share price; (25) effective equipment utilization; (26) achievement of savings from business improvement projects; (27) capital
projects deliverables; (28) performance against environmental targets; (29) safety performance and/or incident rate; (30) human resources management targets, including medical cost reductions and time to hire; (31) satisfactory
internal or external audits; (32) sales; and (33) any of the above goals determined pre-tax or post-tax, on an absolute or relative basis, as a ratio with other business criteria, or as compared to the performance of a published or special
index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies. The terms above are used as applied under generally accepted accounting principles, as
applicable. 
 (B) Effect of Certain Events. The Committee may, at the time the performance goals in respect of a
Section 162(m) Award are established, provide for the manner in which actual performance and performance goals with regard to the business criteria selected will reflect the impact of specified events during the relevant performance period,
which may mean excluding the impact of any or all of the following events or occurrences for such performance period: (a) asset write-downs or impairments to assets; (b) litigation, claims, judgments or settlements; (c) the effect of
changes in tax law or other such laws or regulations affecting reported results; (d) accruals for reorganization and restructuring programs; (e) any extraordinary, unusual or nonrecurring items as described in the Accounting Standards
Codification Topic 225, as the same may be amended or superseded from time to time; (f) any change in accounting principles as defined in the Accounting Standards Codification Topic 250, as the same may be amended or superseded from time to
time; (g) any loss from a discontinued operation as described in the Accounting Standards Codification Topic 360, as the same may be amended or superseded from time to time; (h) goodwill impairment charges; (i) operating results for
any business acquired during the calendar year; (j) third party expenses associated with any investment or acquisition by the Company or any Subsidiary; (k) any amounts accrued by the Company or its Subsidiaries pursuant to management
bonus plans or cash profit sharing plans and related employer payroll taxes for the fiscal year; (l) any discretionary or matching contributions made to a savings and 







 
deferred profit-sharing plan or deferred compensation plan for the fiscal year; (m) interest, expenses, taxes, depreciation and depletion, amortization and accretion charges; and
(n) marked-to-market adjustments for financial instruments. In addition, Section 162(m) Awards may be adjusted by the Committee in accordance with the provisions of Paragraph IX. The adjustments described in this paragraph shall only be
made, in each case, to the extent that such adjustments in respect of a Section 162(m) Award would not cause the Award to fail to qualify as “performance-based compensation” under section 162(m) of the Code. 

(iii) Timing for Establishing Performance Goals. No later than 90 days after the beginning of any performance period
applicable to a Section 162(m) Award, or at such other date as may be required or permitted for “performance-based compensation” under section 162(m) of the Code, the Committee shall establish (i) the Eligible Persons who will be
granted Section 162(m) Awards, and (ii) the objective formula used to calculate the amount of cash or stock payable, if any, under such Section 162(m) Awards, based upon the level of achievement of a performance goal or goals with
respect to one or more of the business criteria selected by the Committee from the list set forth in Paragraph XII(b)(ii)(A). 

(iv) Section 162(m) Award Pool. The Committee may establish an unfunded pool, with the amount of such pool
calculated using an objective formula based upon the level of achievement of a performance goal or goals with respect to one or more of the business criteria selected from the list set forth in this Paragraph XII during the given performance period,
as specified by the Committee for the purpose of granting Section 162(m) Awards. The Committee may specify the amount of the pool as a percentage of any of such business criteria, a percentage in excess of a threshold amount with respect to
such business criteria, or as another amount which need not bear a direct relationship to such business criteria but shall be objectively determinable and calculated based upon the level of achievement of pre-established goals with regard to the
business criteria. 
 (v) Settlement or Payout of Awards; Other Terms. Except as otherwise permitted under section
162(m) of the Code, after the end of each performance period and before any Section 162(m) Award is settled or paid, the Committee shall certify the level of performance achieved with regard to each business criteria established with respect to
each Section 162(m) Award and shall determine the amount of cash or Stock, if any, payable to each Participant with respect to each Section 162(m) Award. The Committee may, in its discretion, reduce the amount of a payment or settlement
otherwise to be made in connection with a Section 162(m) Award, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of a Section 162(m) Award. 







 (vi) Written Determinations. With respect to each Section 162(m)
Award, all determinations by the Committee as to (A) the establishment of performance goals and performance period with respect to the selected business criteria, (B) the establishment of the objective formula used to calculate the amount
of cash or stock payable, if any, based on the level of achievement of such performance goals, and (C) the certification of the level of performance achieved during the performance period with regard to each business criteria selected, shall
each be made in writing. Consistent with the terms of Paragraph IV(a), when taking any action with respect to Section 162(m) Awards, the Committee shall be made up entirely of outside directors (within the meaning of section 162(m) of the Code
and applicable interpretive authority thereunder). Further, the Committee may not delegate any responsibility relating to a Section 162(m) Award that would cause the Award to fail to so qualify. 

(vii) Options and SARs. Notwithstanding the foregoing provisions of this Paragraph XII, Options and SARs with an
Exercise Price or grant price not less than the Fair Market Value on the date of grant awarded to Covered Employees are intended to be Section 162(m) Awards even if not otherwise contingent upon achievement of a pre-established performance goal
or goals with respect to the business criteria listed above. 
 (viii) Status of Section 162(m) Awards. The terms
governing Section 162(m) Awards shall be interpreted in a manner consistent with section 162(m) of the Code and the regulations thereunder, in particular the prerequisites for qualification as “performance-based compensation,” and, if
any provision of this Plan as in effect on the date of adoption of any Award Agreements relating to Performance Awards that are designated as Section 162(m) Awards does not comply or is inconsistent with the requirements of section 162(m) of
the Code and the regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements. 

(ix) Limits on Awards to Covered Employees. In each calendar year during any part of which this Plan is in effect, a
Covered Employee may not be granted Awards intended to the Section 162(m) Awards, (i) to the extent such Award is based on a number of shares of Stock, relating to more than 500,000 shares of Stock, subject to adjustment in a manner
consistent with any adjustment made pursuant to Paragraph IX and (ii) to the extent such award is designated to be paid only in cash, or an Award the settlement of which is not based on a number of shares of Stock, having a value determined on
the date of grant in excess of $10,000,000. 
 (e) Additional Defined Terms. 

“Cash Award” means an award denominated in cash granted under the Plan including any Performance Award
denominated in cash. Cash Awards will constitute Awards for all purposes under the Plan. 







 “Covered Employee” means an Eligible Person who is
designated by the Committee, at the time of grant of a Performance Award, as likely to be a “covered employee” within the meaning of section 162(m) of the Code for a specified fiscal year. 

“Performance Award” means a right to receive Awards based upon performance criteria specified by the
Committee. 
 “Section 162(m) Award” means a Performance Award granted under Paragraph XII hereof to
a Covered Employee that is intended to satisfy the requirements for “performance-based compensation” within the meaning of section 162(m) of the Code. 

3. Except as expressly amended or modified in this Third Amendment, all terms and provisions of the Plan are and shall remain in full force
and effect and all references therein to such Plan shall henceforth refer to the Plan as modified by this Third Amendment. 







 IN WITNESS WHEREOF, the Company has caused the execution of this Third Amendment by its
duly authorized officer. 
  

			
	STONE ENERGY CORPORATION
		
	By:		 /s/ David H. Welch

			David H. Welch
			Chairman, President and Chief Executive Officer
		
	Date:		May 21, 2015