ex10_1.htm


     

    Exhibit
      10.1

    
 

    ENERGY
      PARTNERS, LTD.


     

    2006
      LONG TERM STOCK INCENTIVE PLAN


     

    CASH-SETTLED
      RESTRICTED SHARE UNIT AGREEMENT

     

    
      	
               

              NAME

            	
              NUMBER
                OF RESTRICTED SHARE
 UNITS

            	
               

              GRANT
                DATE

            
	 	 	 


    

    


    This
      Agreement confirms the grant to you of
          Restricted Share Units
      with respect to Common Stock of Energy Partners, Ltd. (the “Company”) under the
      Company’s 2006 Long Term Stock Incentive Plan (the “Plan”), a copy of which has
      been delivered to you and is made a part hereof, upon the following terms and
      conditions and the terms and conditions of the Plan.  The terms used
      in this Agreement shall have the same meaning as in the Plan, unless the context
      requires otherwise, and except that “Restricted Share Units” shall refer only to
      the restricted share units granted pursuant to this Agreement.

     

    
      	
              1.  

            	
              Restricted
                Share Units - Each Restricted Share Unit shall represent the right to
                receive in cash the Fair Market Value of one share of Common Stock
                of the
                Company at the end of the Restricted Period (as hereinafter defined)
                if
                and only if you vest in such Restricted Share Unit pursuant to
                Section 4 below.  The Restricted Period with respect to
                each Restricted Share Unit is the period beginning on the grant date
                of
                the Restricted Share Units and ending on the date on which the applicable
                Restricted Share Unit becomes payable pursuant to Section 6 below or
                is forfeited pursuant to Section 5
                below.

            


    

     

    
      	
              2.  

            	
              No
                Rights as Shareholder - You shall have none of the rights of a
                shareholder of the Company with respect to any shares of Common Stock
                of
                the Company by reason of this award of Restricted Share
                Units.

            


    

     

    
      	
              3.  

            	
              Non-transferable
                - You may not sell, transfer, assign, pledge, or otherwise encumber
                or
                dispose of any Restricted Share
                Units.

            


    

     

    
      	
              4.  

            	
              Vesting
                - Your Restricted Share Units shall vest as
                follows:  (i) as to one-third of the Restricted Share Units
                on            ,
                (ii) as to an additional one-third of the Restricted Share Units on
                               ,
                and (iii) as to the remaining one-third of the Restricted Share Units
                on
                              
                ; provided, however, that all of the Restricted Share Units
                shall become 100% vested upon a Change of Control (as defined in
                Exhibit A
                to this Agreement).

            


    

     

    
      	
              5.  

            	
              Termination
                of Employment -In the event of your termination of employment for any
                reason during the Restricted Period, all Restricted Share Units which
                have
                not vested pursuant to Section 4 above shall be forfeited and the
                Company may take any action necessary to effect such forfeiture without
                any further notice to you.

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    
      	
              6.  

            	
              Payment
                - If any Restricted Share Units vest pursuant to Section 4 above, you
                shall receive in cash an amount equal to the product of (i) the Fair
                Market Value of a share of Company Common Stock on the applicable
                vesting
                date and (ii) the number of Restricted Share Units vesting on that
                vesting
                date.  Such payment shall be made within 60 days after the
                applicable vesting date.

            


    

     

    
      	
              7.  

            	
              No
                Dividend Equivalents - You shall not receive any dividend equivalents
                in respect of the Restricted Share Units to reflect any dividends
                payable
                on shares of Company Common Stock during the Restricted
                Period.

            


    

     

    
      	
              8.  

            	
              Unsecured
                Creditor Status - This grant of Restricted Share Units constitutes a
                mere promise by the Company to pay you the benefits described in
                this
                grant (to the extent vested).  You shall have the status of a
                general unsecured creditor of the Company with respect to the benefits
                payable under this grant.

            


    

     

    
      	
              9.  

            	
              Withholding
                - The Company will withhold taxes on any income realized in connection
                with the Restricted Share Units.

            


    

     

    
      	
              10.  

            	
              Miscellaneous
                - This Agreement (a) shall be binding upon and inure to the benefit
                of any
                successor of the Company; (b) shall be governed by the laws of the
                State
                of Delaware, and any applicable laws of the United States; (c) may
                not be
                amended except in writing; and (d) this grant shall in no way affect
                your
                participation or benefits under any other plan or benefit program
                maintained or provided by the Company.  In the event of a
                conflict between this Agreement and the Plan, the Plan shall
                govern.

            


    

     


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
 

    
      
        	
                ENERGY
                  PARTNERS, LTD.

              
	
                 

                 

                 

                By: 
                  ______________________________

                       
                  Name:

                       
                  Title:

              


      

    

    
      


    

    Accepted:

     

    


     

    _____________________________

     

    


     

    Witness:

     

    


     

    ______________________________

     

    Date:  __________________________

     


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    “Change
      of Control” means and shall be deemed to have occurred if:

     

    (a)  any
      person (within the meaning of the Securities Exchange Act of 1934, as amended
      from time to time), other than the Company or a Related Party, is or becomes
      the
“beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act
      of 1934, as amended from time to time), directly or indirectly, of Voting
      Securities representing 25 percent or more of the total voting power of all
      the then-outstanding Voting Securities; or

     

    (b)  the
      individuals who, as of May 4, 2006, constitute the Board of Directors of
      the Company, together with those who first become directors subsequent to such
      date and whose recommendation, election or nomination for election to the Board
      of Directors of the Company was approved by a vote of at least a majority of
      the
      directors then still in office who either were directors as of May 4, 2006
      or whose recommendation, election or nomination for election was previously
      so
      approved (the “Continuing Directors”), cease for any reason to constitute a
      majority of the members of the Board of Directors of the Company;
      or

     

    (c)  a
      merger, consolidation, recapitalization or reorganization of the Company or
      a
      Subsidiary, reverse split of any class of Voting Securities, or an acquisition
      of securities or assets by the Company or a Subsidiary is consummated, other
      than (I) any such transaction in which the holders of outstanding Voting
      Securities immediately prior to the transaction receive (or, in the case of
      a
      transaction involving a Subsidiary and not the Company, retain), with respect
      to
      such Voting Securities, voting securities of the surviving or transferee entity
      representing more than 50 percent of the total voting power outstanding
      immediately after such transaction, with the voting power of each such
      continuing holder relative to other such continuing holders not substantially
      altered in the transaction, or (II) any such transaction which would result
      in a
      Related Party beneficially owning more than 50 percent of the voting securities
      of the surviving entity outstanding immediately after such transaction;
      or

     

    (d)
      the
      stockholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company’s assets other than any such transaction which
      would result in a Related Party owning or acquiring more than 50 percent of
      the
      assets owned by the Company immediately prior to the transaction.

     

    For
      purposes of this definition of “Change of Control”:

     

    (i)  “Related
      Party” means (a) a majority-owned subsidiary of the Company; (b) an employee or
      group of employees of the Company or any majority-owned subsidiary of the
      Company; (c) a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company or any majority-owned subsidiary of the Company;
      or
      (d) a corporation owned directly or indirectly by the stockholders of the
      Company in substantially the same proportion as their ownership of Voting
      Securities.

     


    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    


    


     

    (ii)  “Voting
      Securities” means any securities of the Company which carry the right to vote
      generally in the election of directors.

     

    



    
      
         

      

      
        A-2