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EXHIBIT 10.27
ENERGY PARTNERS, LTD.
STOCK AND DEFERRAL PLAN FOR
NON-EMPLOYEE DIRECTORS
DATED AS OF SEPTEMBER 12, 2000
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ENERGY PARTNERS, LTD.
STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I PURPOSES
The purposes of the Energy Partners, Ltd. Stock and Deferral Plan for
Non-Employee Directors (the "Plan") are to provide for non-employee directors of
Energy Partners, Ltd. (the "Company") to receive following the Company's initial
public offering at least 50% and up to 100% of their annual retainer and meeting
fees in the form of shares of the Company's common stock (the "Shares") and to
enable them to defer all or part of such fees.
ARTICLE II ADMINISTRATION OF THE PLAN
The administrator of the Plan (the "Plan Administrator") shall be the
Compensation Committee of the Board of Directors of the Company (the "Board") or
such other Board committee as may be designated by the Board to administer the
Plan. Subject to the terms of the Plan, the Plan Administrator shall have the
power to construe the provisions of the Plan, to determine all questions arising
thereunder and to adopt, amend and rescind such rules and regulations for the
administration of the Plan as it may deem desirable. All determinations made by
the Plan Administrator in connection with the Plan shall be final and binding
upon all directors participating in the Plan and their beneficiaries and
successors in interest. No member of the Plan Administrator may participate in
any vote by the Plan Administrator on any matter materially affecting the rights
of any such member under the Plan.
ARTICLE III PARTICIPATION IN THE PLAN
Each member of the Board elected or appointed who is not otherwise an
employee of the Company or any subsidiary (an "Eligible Director") shall be
eligible to participate in the Plan.
ARTICLE IV DIRECTORS' FEES
Each Eligible Director shall be entitled to such retainer fees and
meeting fees as shall be established from time to time by the Company. Subject
to the deferral election
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described in Article V, prior to the date of closing of the Company's initial
public offering, such retainer fees and meeting fees shall be payable in cash at
such times as the Company shall determine. Subject to the deferral election
described in Article V, on and after the date of closing of the Company's
initial public offering, such retainer fees and meeting fees shall be payable in
Shares at such times as the Company shall determine; provided, however, that an
Eligible Director may instead elect, by filing an election with the Plan
Administrator on a form prescribed by the Plan Administrator no less than 30
days before the payment date for any such fees, to instead receive a percentage
of such fees (not exceeding 50%) in the form of cash. A separate election may be
made with respect to retainer fees and meeting fees. The number of Shares that
an Eligible Director shall receive shall be determined by dividing the dollar
amount of the fees to be paid in Shares by the fair market value of a Share on
the last business day before the payment date. Such fair market value shall be
determined by such methods and procedures as shall be established from time to
time by the Plan Administrator. If the Shares are listed on any established
stock exchange or a national market system, unless otherwise determined by the
Plan Administrator in good faith, such fair market value of a Share shall mean
the closing price of the Share on the date on which it is to be valued hereunder
(or, if the Shares were not traded on that date, the next preceding day that the
Shares were traded) on the principal exchange on which the Shares are traded, as
such prices are officially quoted on such exchange. The value of any fractional
share shall be paid in cash.
ARTICLE V ELECTION TO DEFER
Before each calendar year (or with respect to an individual who first
becomes an Eligible Director during a calendar year, on or before the date on
which he or she becomes an Eligible Director), each Eligible Director may elect
to have the receipt of all or a portion of his or her retainer fees and meeting
fees deferred for a period permitted by Article VII. Notwithstanding the
foregoing, a deferral election for the period during calendar year 2000
beginning on the effective date of the Plan shall be made no later than
September 11, 2000. A deferral election pursuant to this Article V shall be
irrevocable and shall be made on a form prescribed by the Plan Administrator,
which shall govern the amount deferred, the form and timing of its payment, and
the applicable earnings alternative or alternatives pursuant to Article VI.
Separate elections may be made with respect to retainer fees and meeting fees.
An Eligible Director's deferral election shall apply only to fees
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earned during the applicable calendar year or partial calendar year, as the case
may be, after the date on which the irrevocable deferral election is submitted
to the Plan Administrator. If an Eligible Director has not made a deferral
election with respect to a calendar year, his or her retainer fees and meeting
fees shall be payable in accordance with Article IV.
ARTICLE VI EARNINGS ALTERNATIVES FOR DEFERRALS
If an Eligible Director elects to defer all or any portion of his or
her retainer fees and meeting fees pursuant to Article V, the amount deferred
shall be credited to an account ("Account") maintained on the books of the
Company in the name of the Eligible Director. A separate subaccount shall be
maintained for each calendar year reflecting the elections made by the Eligible
Director with respect to the deferrals for that calendar year. With respect to
deferrals prior to the date of closing of the Company's initial public offering,
the amounts so deferred shall be adjusted for earnings equivalents pursuant to
the Interest Alternative described in Section 2 below. With respect to deferrals
on or after the date of closing of the Company's initial public offering, the
amounts so deferred shall be adjusted for earnings equivalents pursuant to the
Phantom Share Alternative described in Section 1 below, except for any portion
of the amount deferred for which the Eligible Director elects the Interest
Alternative described in Section 2 below in his or her deferral election;
provided, however, that the Interest Alternative can be elected only with
respect to such portion of the deferral amount as the Eligible Director could
have elected to receive in cash pursuant to Article IV if he or she had not made
a deferral election.
1. PHANTOM SHARE ALTERNATIVE
Under this alternative, the applicable portion of the fees deferred by
the Eligible Director shall be treated as if they were invested on the date that
they are credited to the Eligible Director's Account in a number of whole and
fractional Shares ("Phantom Shares") equal to the number of whole and fractional
Shares that the Eligible Director would have been entitled to receive pursuant
to Article IV if such Eligible Director had not made a deferral election with
respect to such fees. The portion of the Eligible Director's Account treated as
invested in Phantom Shares is hereinafter referred to as the "Phantom Share
Account." If any cash dividends are paid on Shares during the deferral period,
the Eligible Director's Phantom Share Account shall also be credited with
additional whole and fractional Phantom Shares determined by calculating
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the dividends that the Eligible Director would have received if his or her
Phantom Shares were actual Shares (disregarding dividends on fractional Phantom
Shares) and then dividing the amount of such dividends by the fair market value
of a Share on the dividend payment date. For purposes of this Section 1 of
Article VI, the fair market value of a Share shall be determined by the Plan
Administrator in accordance with Article IV. If any Share dividends are paid on
Shares during the deferral period, the Eligible Director's Phantom Share Account
shall be credited with additional Phantom Shares equal to the number of Shares
that the Eligible Director would have received as dividends if his or her
Phantom Shares were actual Shares (disregarding dividends on fractional Phantom
Shares). Neither an Eligible Director nor any beneficiary shall possess any
rights of a stockholder of the Company with respect to Phantom Shares.
2. INTEREST ALTERNATIVE
Under this alternative, the applicable portion of the fees deferred by
the Eligible Director shall be credited during the deferral period with interest
equivalents at the end of each calendar quarter (March 31, June 30, September
30, December 31) or such other periods as may be determined by the Plan
Administrator. The Plan Administrator shall determine, in its sole discretion,
the rate of interest to be used for this purpose and may at any time and from
time to time change such rate. The portion of the Eligible Director's Account as
to which this Interest Alternative shall be applicable is hereinafter referred
to as the "Interest Account."
ARTICLE VII PAYMENT OPTIONS FOR DEFERRALS
By written irrevocable election made at the time of each deferral
election, an Eligible Director must select (i) the date on which payment of his
or her Account with respect to the deferrals covered by that election is to
commence, and (ii) the form of payment. The available options in this regard are
described below:
1. DATE ON WHICH PAYMENT WILL COMMENCE
An Eligible Director may elect any of the following payment
commencement dates:
(i) the date of his or her cessation of service as a member of the
Board of Directors for any reason,
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(ii) a specified date at least one year after the date on which
payment would have been made in the absence of a deferral
election, or
(iii) the earlier of (i) and (ii) above.
2. FORM OF PAYMENT
An Eligible Director may elect any of the following payment options:
(i) a lump sum distribution, or
(ii) payments in annual installments over a period of years specified
in the Eligible Director's deferral election.
If the Eligible Director elects payments in installments, the amount of each
installment shall be equal to the amount in the Eligible Director's Account on
the valuation date immediately preceding the payment date for the applicable
installment divided by the number of installments remaining to be paid
(including the applicable installment) (subject, in the case of the Phantom
Share Account, to adjustments for fractional shares as described in Article
VIII).
3. BENEFICIARY DESIGNATION
An Eligible Director shall designate a beneficiary or beneficiaries to
receive payments in the event of the Eligible Director's death. Such beneficiary
designation shall be made on a form prescribed by the Plan Administrator and
shall be submitted to the Plan Administrator. Such beneficiary designation may
be changed by the Eligible Director at any time by submitting a new beneficiary
designation form to the Plan Administrator. If no effective beneficiary
designation is in effect at the time of an Eligible Director's death, the
Eligible Director's beneficiary shall be the Eligible Director's estate. The
Eligible Director's elections pursuant to Section 1 and 2 of this Article VII
may include a separate election as to the payment commencement date and form of
payment to be applicable in the event of the Eligible Director's death.
ARTICLE VIII PAYMENT OF DEFERRED AMOUNTS
If an Eligible Director has made a deferral election pursuant to
Article V, his or her Account shall be paid out in the form elected by the
Eligible Director pursuant to Article VII commencing no later than 30 days after
the date elected by the Eligible Director pursuant to
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Article VII. Such payments shall be made to the Eligible Director or, in the
event of his or her death, to his or her beneficiary determined pursuant to
Section 3 of Article VII. All payments from the Eligible Director's Interest
Account shall be paid in cash. With respect to a payment from the Eligible
Director's Interest Account, the amount to be paid in a lump sum or in any
installment shall be determined based on the value of the Eligible Director's
Interest Account as of the valuation date established by the Plan Administrator
next preceding the payment date. All payments from the Eligible Director's
Phantom Share Account shall be paid in Shares equal in number to the number of
whole Phantom Shares for which the payment is to be made and disregarding
fractional shares except in the case of a lump sum distribution or the final
installment payment. In the case of such a lump sum distribution or final
installment payment, the fractional Phantom Share shall be paid in cash in an
amount equal to the applicable fraction of the fair market value of a Share as
of the valuation date established by the Plan Administrator next preceding the
payment date, such fair market value to be determined by the Plan Administrator
in accordance with Article IV.
ARTICLE IX UNFUNDED OBLIGATION, ANTI-ALIENATION
1. UNFUNDED OBLIGATION
Benefits provided by this Plan shall be payable from the general
assets of the Company. Title to and beneficial ownership of any asset which the
Company may reserve to meet its contingent obligation hereunder shall remain in
the Company, and no Eligible Director or beneficiary shall acquire any property
interest in any specific asset of the Company. No trust arrangement or fiduciary
relationship shall be created hereunder. The right of any Eligible Director or
beneficiary to receive a payment hereunder shall not be greater than that of an
unsecured general creditor of the Company. This Plan constitutes a mere promise
of the Company to make payments at the times and in the manner set forth in this
Plan.
2. ANTI-ALIENATION
No benefit payable under this Plan shall be subject in any manner to
anticipation, alienation, assignment, sale, transfer, pledge or encumbrance of
any kind, garnishment, attachment, execution, sequestration, levy or other legal
or
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equitable process, and any attempt to do so shall be void and of no force and
effect.
ARTICLE X LIMITATION AS TO DIRECTORSHIP
Neither the Plan nor any action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or implied,
that an Eligible Director has a right to continue as a director for any period
of time or at any particular rate of compensation.
ARTICLE XI CAPITAL ADJUSTMENTS
In the event of a recapitalization, stock split, stock dividend,
exchange of shares, merger, reorganization, change in corporate structure or
shares of the Company or similar event, the Board may make such adjustments as
it deems appropriate in the number of outstanding Phantom Shares and in the kind
of securities with respect to which the Phantom Shares relate.
ARTICLE XII EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan
shall be borne by the Company; none of such expenses shall be charged to any
Eligible Director.
ARTICLE XIII EFFECTIVE DATE OF THE PLAN
The Plan shall be dated as of September 12, 2000 and shall be
effective upon approval of the Board.
ARTICLE XIV TERMINATION AND AMENDMENT OF THE PLAN
The Board may amend, terminate or suspend the Plan at any time, in its
sole and absolute discretion; provided, however, that no such amendment,
termination or suspension may, without the Eligible Director's consent, impair
the rights of such Eligible Director as to amounts deferred by such Eligible
Director prior to the date of such amendment, termination or suspension.
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ARTICLE XV GOVERNING LAW
The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of Delaware without giving effect to principles of conflicts of laws.
