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▇▇▇▇▇▇ ▇▇▇▇▇▇ ENERGY PARTNERS, L.P.
COMMON UNIT OPTION PLAN
Section 1. Purposes of the Plan.
The Partnership Agreement provides that the General Partner may adopt on
behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. (the "Partnership") employee
benefit plans (including, without limitation, plans involving the issuance of
Units), for the benefit of employees of the General Partner. The ▇▇▇▇▇▇ ▇▇▇▇▇▇
Energy Partners, L.P. Common Unit Option Plan (the "Plan") is intended to
encourage selected key personnel of the Partnership and its Affiliates to
develop a proprietary interest in the growth and performance of the Partnership,
to generate an increased incentive to contribute to the Partnership's future
success and prosperity, and to link a part of the compensation for such key
personnel to the ongoing success and performance of the Partnership.
Section 2. Administration of the Plan.
2.1. The Plan shall be administered by the Board of Directors of the
General Partner (the "Board") acting as an administrative committee of the whole
or by another administrative committee comprised solely of not less than two (2)
non-employee Directors of the Board (in each case the "Committee"). The
Committee shall have all of the powers and duties specified for it under the
Plan, including, without limitation, the selection of Participants and the
determination of Awards to be granted to each Participant. The Committee may
from time to time establish rules and procedures for the administration of the
Plan which are not inconsistent with the provisions of the Plan, and any such
rules and procedures shall be effective as if included in the Plan.
2.2. A majority of the members of the Committee shall constitute a quorum
for the transaction of business. All action taken by the Committee at a meeting
shall be by the vote of a majority of those present at such meeting, but any
action may be taken by the Committee without a meeting upon written consent
signed by all of the members of the Committee. Members of the Committee may
participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear or see the comments of one another. No member of the Committee
shall vote on any matter directly affecting the amounts payable under the Plan
to such member.
2.3. Subject to the terms of the Plan and applicable law, the Committee
shall have sole power, authority and discretion to: (i) designate Participants;
(ii) determine the types of Awards to be granted to a Participant under the
Plan; (iii) determine the number of Common Units to be covered by or with
respect to which payments, rights, or other matters are to be calculated in
connection with Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, under what circumstances and how Awards
may be settled or exercised in cash, Common Units, other securities, other
Awards, or other property, or may be canceled, forfeited, or suspended; (vi)
interpret, construe and administer the Plan and any instrument or agreement
relating to an Award made under the Plan; (vii) establish, amend, suspend, or
waive such
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rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; (viii) make a determination as to the
right of any person to receive payment of an Award or other benefit; and (ix)
make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.
2.4. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions with respect to the Plan or
any Award shall be within the sole discretion of the Committee, may be made at
any time, and shall be final, conclusive, and binding upon all Persons.
Section 3. Common Units Available For Awards
3.1. Common Units Available.
(i) The aggregate number of Common Units available for granting Awards
under the Plan shall be Two Hundred Fifty Thousand (250,000) Common Units,
subject to adjustment as provided in Section 3.2. Further, if after the
effective date of the Plan, any Common Units covered by an Award granted
under the Plan, or to which an Award relates, are forfeited, or if an
Award otherwise terminates without the delivery of Common Units or of
other consideration, then the Common Units covered by such Award (or to
which such Award relates, or the number of Common Units otherwise counted
against the aggregate number of Common Units available under the Plan with
respect to such Award, to the extent of any such forfeiture or
termination) shall again be available for granting Awards under the Plan.
(ii) For purposes of this Section 3, if an Award is denominated in Common
Units, the number of Common Units covered by such Award, or to which such
Award relates, shall be counted on the date of grant of such Award against
the aggregate number of Common Units available for granting Awards under
the Plan; provided, however, that Awards that operate in tandem with
(whether granted simultaneously with or at a different time from) other
Awards may be counted or not counted under procedures adopted by the
Committee in order to avoid double counting.
(iii) Any Common Units delivered pursuant to an Award may consist, in
whole or in part, of Common Units owned or authorized to be issued by the
Partnership.
3.2. Adjustments.
(i) In the event that the Committee shall determine that any distribution
(whether in the form of cash, Common Units, other securities or other
property), recapitalization, unit split, reverse unit split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Common Units or other securities of the
Partnership, issuance of warrants or other rights to purchase Common Units
or other securities of the Partnership (or other similar transaction or
event) affects the Common Units such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made
available under the Plan, then the
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Committee may, subject to Section 3.2(ii), in such manner as it may deem
equitable, adjust any or all of (a) the number and type of Common Units
(or other securities or property) which thereafter may be made the subject
of Awards, (b) the number and type of Common Units (or other securities or
property) subject to outstanding Awards, and (c) the grant, purchase, or
exercise price with respect to any Award, or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; and
provided further, that the number of Common Units subject to any Award
denominated in Common Units shall always be a whole number.
(ii) If, and whenever, prior to the expiration of a grant theretofore
made, the Partnership shall effect a subdivision or consolidation of
Common Units, the number of Common Units with respect to which such grant
may thereafter be exercised (a) in the event of an increase in the number
of outstanding Common Units shall be proportionately increased, for an
outstanding Option Award the purchase price per Common Unit shall be
proportionately reduced, and (b) in the event of a reduction in the number
of outstanding Common Units shall be proportionately reduced, for an
outstanding Option Award the purchase price per Common Unit shall be
proportionately increased.
Section 4. Eligibility
Any Employee, including any officer of the Partnership or of any
Affiliate, who is not a member of the Committee shall be eligible to be
designated a Participant. Grants may be made to the same individual on more than
one occasion. Grants shall also be made to non-employee directors pursuant to
the provisions of Section 5.2.
Section 5. Awards
5.1. Options. The Committee is hereby authorized to grant Options to
Participants other than non-employee directors with the following terms and
conditions and with such additional terms and conditions, which are not
inconsistent with the provisions of the Plan, as the Committee shall determine:
(i) Exercise Price. The per Common Unit purchase price of an Option shall
not be less than the Fair Market Value of a Common Unit on the date of
grant of such Option.
(ii) Time and Method of Exercise. Subject to the provisions contained in
the Plan and in a Participant's Award Agreement, exercisable Common Units
under an Option may be exercised in whole or in part from time to time by
request to the Partnership. Payment of the exercise price and any
applicable tax withholding amounts must be made at the time of exercise,
in whole or in part, by delivery of a cashier's check, Common Units, other
property acceptable to and approved in advance by the Committee, or any
combination thereof having a fair market value equal to such amount or
part thereof provided that the fair market value of Common Units so
delivered shall be equal to the closing price of the Common Units as
reported by the New York Stock Exchange on the date of actual receipt by
the Partnership of the notice exercising the Option or, if no closing
prices are so reported
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on such day, on the last preceding day on which such prices are so
reported. An Option may be exercised through a broker financed exercise
pursuant to the provisions of Regulation T of the Federal Reserve Board.
If the Partnership receives payment of the purchase price for the exercise
of the Option through a broker financed exercise before the end of the
third business day following the broker's execution of the sale of Common
Units for the financed exercise, the exercise shall be effective at the
time of such sale. Otherwise, the exercise shall be effective when the
Partnership receives payment of the purchase price.
(iii) No Incentive Stock Options. No Option granted under the Plan shall
be an Incentive Stock Option as defined under Section 422 of the Code, or
any successor provision thereto, and any regulations promulgated
thereunder.
(iv) Award Agreement. Each grant of Options shall be evidenced by an Award
Agreement which shall specify the term of the Option as well as provisions
relating to exercise and termination.
(v) Limit on Size of Option Grants. No individual shall be granted Options
totaling more than Ten Thousand (10,000) Common Units in any single
calendar year.
(vi) Status as Unitholder. Unless and until a certificate or certificates
representing such Common Units shall have been issued by the Partnership
to the Participant, the Participant (or the person permitted to exercise
an Option in the event of the Participant's death or incapacity) shall not
be or have any of the rights or privileges of a unitholder of the
Partnership with respect to the Common Units acquirable upon an exercise
of an Option.
5.2. Grants to Non-Employee Directors.
(i) Each Director of the General Partner who is not an employee of the
General Partner, on the first day of the month following the effective
date of the Plan, shall receive an Option to purchase five thousand
(5,000) Common Units. Thereafter, each individual who becomes a
non-employee Director of the General Partner, and who has not previously
been granted an option pursuant to this Section 5.2, on the first day of
the month following the date he or she becomes a Director, shall receive
an Option to purchase five thousand (5,000) Common Units.
(ii) The per Common Unit purchase price of such an Option shall be the
Fair Market Value of a Common Unit on the date of grant of such Option.
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(iii) An Option granted hereunder to a non-employee Director shall become
exercisable determined by the number of full years as of and from the date
of grant according to the following provisions:
Percentage of
Number of Common Units
Full Years Exercisable
-------------------- --------------
0 (Date of Grant) 0%
1 40%
2 60%
3 80%
4 100%
No less than four hundred (400) Common Units, or the total remaining
exercisable Common Units if fewer, may be exercised at any one time.
(iv) Each Option shall expire seven (7) years from the date of grant
thereof, but shall be subject to earlier termination as follows. Options,
to the extent exercisable as of the date a non-employee Director ceases to
serve as a Director of the Company, must be exercised within three months
of such date unless such event results from death, Disability or
Retirement, in which case such Options may be exercised by the
non-employee Director, his or her legal representative, heir or devisee,
as the case may be, within one (1) year from the date of death, Disability
or Retirement; provided, however, that no such event shall extend the
normal expiration date of such Options.
(v) Upon exercise of the Option, delivery of a certificate for fully paid
Common Units shall be made at the corporate office of the General Partner
in Houston, Texas to the non-employee Director exercising the Option
either at such time during ordinary business hours not more than thirty
(30) days from the date of receipt of the notice by the General Partner as
shall be designated in such notice, or at such time, place and manner as
may be agreed upon by the General Partner and the non-employee Director
exercising the Option.
(vi) To the extent they are not in conflict with the provisions of this
Section 5.2, the provisions of Section 5.1 and 5.3 shall apply to each
Option granted hereunder to a non-employee Director.
5.3. General.
(i) No Cash Consideration for Awards. Except as otherwise provided in the
Plan, Awards shall be granted for no cash consideration or for such
minimal cash consideration as may be required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards, in the
discretion of the Committee, may be granted either alone or in addition
to, or in tandem with any other
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Award or any award granted under any other plan of the Partnership or any
Affiliate. Awards granted in addition to or in tandem with other Awards,
or in addition to or in tandem with awards granted under any other plan of
the Partnership or any Affiliate, may be granted either at the same time
as or at a different time from the grant of such other Awards or awards
granted under any other plan of the Partnership or any Affiliate.
(iii) Limits on Transfer of Awards. No Award and no right under any Award
shall be assignable, alienable, saleable or transferable by a Participant
other than:
(a) by will or by the laws of descent and distribution;
(b) pursuant to a "domestic relations order" as defined in Section
414(p) of the Code;
(c) by transfer by an eligible Participant, subject to such rules as
the Committee may adopt to preserve the purposes of the Plan (including
limiting such transfer to Participants who are directors or senior
executives), to:
(I) a member of his or her Immediate Family,
(II) a trust solely for the benefit of the Participant and his or
her immediate Family, or
(III) a partnership or limited liability company whose only
partners or members are the Participant and his or her Immediate
Family members,
(d) by designation, in a manner established by the Committee, of a
beneficiary or beneficiaries to exercise the rights of the Participant
and to receive any property distributable with respect to any Award
upon the death of the Participant.
Each transferee described in (b) and (c) above is hereafter referred to as
a "Permitted Transferee", provided that the Committee is notified in
writing of the terms and conditions of any transfer intended to be
described in (b) or (c) and the Committee determines that the transfer
complies with the requirements of the Plan and the applicable Award
Agreement. Any purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance that does not qualify under (a), (b), (c) or (d)
shall be void and unenforceable against the Partnership. "Immediate
Family" means, with respect to a particular Participant, the Participant's
spouse, children or grandchildren (including adopted and stepchildren and
grandchildren).
The terms and provisions of an Award Agreement shall be binding upon the
beneficiaries, executors and administrators of the Participant and on the
Permitted Transferees of the Participant (including the beneficiaries,
executors and administrators of the Permitted Transferees), except that
Permitted Transferees shall not reassign any Award other than by will or
by the laws of descent and distribution. An Award shall be exercised only
by the Participant (or his or her attorney in fact or guardian)
(including, in the case of a transferred
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Award, by a Permitted Transferee), or, in the case of the Participant's
death, by the Participant's executor or administrator (including, in the
case of a transferred Award, by the executor or administrator of the
Permitted Transferee), and all exercises of an Award shall be accompanied
by sufficient payment, as determined by the Partnership, to meet its
withholding tax obligation on such exercise or by other arrangements
satisfactory to the Committee to provide for such payment.
(iv) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided, however, that in no event
shall the term of any Option exceed a period of ten (10) years from the
date of its grant.
(v) Rule 16b-3. It is intended that the Plan and any Award made to a
Person subject to Section 16 of the Securities Exchange Act of 1934, as
amended, meet all of the requirements of Rule 16b-3. If any provision of
the Plan or any such Award would disqualify the Plan or such Award under,
or would otherwise not comply with, Rule 16b-3, such provision or Award
shall be construed or deemed amended to conform to Rule 16b-3.
(vi) Status of Common Units. The Partnership intends to register for issue
under the Securities Act of 1933, as amended ("The Act"), the Common Units
acquirable pursuant to Awards under the Plan, and to keep such
registration effective throughout the period any Awards are in effect. In
the absence of such effective registration or an available exemption from
registration under the Act, delivery of Common Units acquirable pursuant
to Awards under the Plan shall be delayed until registration of such
Common Units is effective or an exemption from registration under the Act
is available. The Partnership intends to use reasonable efforts to avoid
any such delay. In the event exemption from registration under the Act is
available, a Participant (or a Participant's estate or personal
representative in the event of the Participant's death or incapacity), if
requested by the Partnership to do so, will execute and deliver to the
Partnership in writing an agreement containing such provisions as the
Partnership may require to assure compliance with applicable securities
laws. No sale or disposition of Common Units acquired pursuant to an Award
under the Plan by a Participant shall be made in the absence of an
effective registration statement with respect to such Common Units under
the Act unless an opinion of counsel satisfactory to the Partnership that
such sale or disposition will not constitute a violation of the Act or any
other applicable securities laws is first obtained. In the event that a
Participant proposes to sell or otherwise dispose of Common Units in such
a manner that an exception from the registration requirements of the Act
is unavailable for such sale or disposition, and upon request to the
Partnership by the Participant, the Partnership, at its sole cost and
expense, shall cause a registration statement to be prepared and filed
with respect to such sale or disposition by the Participant and shall use
its reasonable efforts to have such registration statement declared
effective, and, in connection therewith, shall execute and deliver such
documents as shall be necessary, including without limitation, agreements
providing for the indemnification of underwriters for any loss or damage
incurred in connection with such sale or disposition.
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(vii) Common Unit Certificates. All certificates for Common Units or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the Securities and Exchange
Commission, any trading exchange upon which such Common Units or other
securities are then listed and any applicable Federal or state securities
laws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions,
including, but not limited to, the provisions of Subsection 5.3(vi).
Section 6. Amendment And Termination
Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan:
6.1. Amendments to the Plan. The Board of Directors of the General Partner in
its discretion may terminate the Plan at any time with respect to any Common
Units for which a grant has not theretofore been made. The Board of Directors of
the General Partner shall have the right to alter or amend the Plan or any part
thereof from time to time; provided, that no change in any grant theretofore
made may be made which would impair the rights of the recipient of a grant
without the consent of such recipient.
6.2. Adjustments of Awards Upon the Occurrence of Certain Unusual
or Nonrecurring Events.
A. Except as otherwise expressly provided herein, the issuance by the
Partnership of securities, for cash, property, labor or services, upon direct
sale, upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of units or obligations of the Partnership convertible into such
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
Common Units subject to Options theretofore granted or the purchase price or
▇▇▇▇▇ ▇▇▇▇▇ per Common Unit, if applicable.
B. Any adjustment provided for in Section 3.2 or Section 6.2 shall be
subject to any Partnership unitholder action or approval as may be required by
law.
6.3. Correction of Defects, Omissions and Inconsistencies. The Committee may
correct any defect, supply any omission, or reconcile any inconsistency in the
Plan or any Award in the manner and to the extent it shall deem desirable in the
establishment or administration of the Plan.
Section 7. General Provisions
7.1. No Rights to Awards. No Employee, Participant or other Person shall have
any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards under the Plan. The terms and conditions of Awards need not be the
same with respect to each Participant.
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7.2. Withholding. The Partnership or any Affiliate is authorized (i) to withhold
from any Award granted, its exercise, or any payment due or any transfer made
under any Award or under the Plan the amount (in cash, Common Units, other
securities, other Awards, or other property) of withholding taxes due in respect
of an Award, its exercise, or any payment or transfer under such Award or under
the Plan, and (ii) to take such other action, including but not limited to,
acceptance of already owned Common Units (including Common Units acquired from
the exercise of an Option), as may be necessary to satisfy all obligations for
the withholding of such taxes. Further, each Participant shall be solely
responsible for the payment of all taxes relating to the Participant's Award and
exercise thereof, in excess of the amount of any such taxes withheld.
7.3. No Limit on Other Compensation Arrangements. Nothing contained in the Plan
shall prevent the Partnership or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements and such arrangements may
be either generally applicable or applicable only in specific cases.
7.4. No Right To Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Partnership
or any Affiliate. Further, the Partnership or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan unless otherwise expressly provided in the Plan or in any Award
Agreement.
7.5. 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 applicable Federal law, and to the extent not preempted thereby, with the
laws of the State of Texas, excluding any conflict of law provisions.
7.6. Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any
person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws. If it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.
7.7. No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Partnership or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive payments
from the Partnership or any Affiliate pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the Partnership
or any Affiliate.
7.8. No Fractional Common Units. No fractional Common Units shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Common Units, or whether such fractional Common Units
or any rights thereto shall be canceled, terminated or
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otherwise eliminated. In addition, no fractional Common Units shall be accepted
by the Partnership in payment of the exercise price of an Option.
7.9. Headings. Headings are given to the Sections and Subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
7.10. No Limitation. The existence of the Plan and the grants of Awards made
hereunder shall not affect in any way the right or power of the General Partner
or the unitholders of the Partnership (or any Affiliate, as applicable) to make
or authorize any adjustment, recapitalization, reorganization or other change in
the capital structure or business of the Partnership or any Affiliate, any
merger or consolidation of the Partnership or any Affiliate, any issue of debt
or equity securities ahead of or affecting Common Units or the rights thereof or
pertaining thereto, the dissolution or liquidation of the Partnership or any
Affiliate or any sale or transfer of all or any part of Partnership or any
Affiliate's assets or business, or any other corporate act or proceeding.
7.11. No Right to Retention. Neither the Plan, nor any Award granted pursuant to
the Plan, is a contract or agreement that the Partnership will continue the
employment or retain the services of any Participant for any period of time.
7.12. Securities Laws. Each Award granted under the Plan shall be subject to the
requirement that if at any time the Partnership or General Partner shall
determine, in its discretion, that the listing, registration or qualification of
the Common Units subject to such grant upon any securities exchange or under any
state or federal law, or that the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, such grant or the issue or purchase of units thereunder, such grant shall
be subject to the condition that such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Partnership or General Partner.
Section 8. Effective Date Of The Plan
The Plan shall be effective as of the date of its approval by the Board of
Directors of the General Partner.
Section 9. Term Of The Plan
No Award shall be granted under the Plan after the earlier of (i) ten (10) years
from the date of approval of the Plan by the Board of Directors of the General
Partner pursuant to Section 8 or (ii) termination of the Plan pursuant to
Section 6.1. However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond such
date, and any authority of the Committee to amend, alter, suspend, discontinue
or terminate any such Award, or to waive any conditions or rights under any such
Award, and the authority of the Board of Directors of the General Partner to
amend the Plan, shall extend beyond such date.
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Section 10. Definitions
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean (i) the General Partner and any entity that directly
or through one or more intermediaries either controls or is controlled by
the Partnership, (ii) any entity in which the Partnership has a significant
equity interest as determined by the Committee, (iii) with respect to
matters relating to Rule 16b-3, as the term "affiliate" is used in Rule
16b-3 and (iv) as used in Section 7.2 and in the term "Associate," as the
term "affiliate" is defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended, or any successor rule or regulation.
(b) "Associate" is used to indicate a relationship with a specified person and
shall mean (i) any corporation, partnership or other organization to which
such specified person is an officer or partner or is, directly or
indirectly, the Beneficial Owner of ten percent (10%) or more of any class
of equity securities, (ii) any trust or other estate in which such
specified person has a substantial beneficial interest or as to which such
specified person serves as trustee or in a similar fiduciary capacity,
(iii) any relative or spouse of such specified person, or any relative of
such spouse, who has the same home as such specified person or who is a
Director or officer of the Partnership or any of its parents or Affiliates,
and (iv) any person who is a director or officer of such specified person
or any of its parents or Affiliates (other than the Partnership or any
wholly owned subsidiary of the Partnership).
(c) "Award" shall mean any Option granted under the Plan.
(d) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.
(e) "Beneficial Owner" shall be defined by reference to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, or any successor rule or
regulation; provided, however, and without limitation, any individual,
corporation, partnership, group, association or other person or entity
which has the right to acquire any voting security at any time in the
future, whether such right is contingent or absolute, pursuant to any
agreement, arrangement or understanding or upon exercise of conversion
rights, warrants or options, or otherwise, shall be the Beneficial Owner of
such voting security.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
(g) "Committee" shall have the meaning set forth in Section 2.1.
(h) "Common Unit" shall have the same meaning as "Unit" is defined in the
Partnership Agreement.
(i) "Disability" shall mean, with respect to a Participant in the Plan, an
injury or illness to or of a Participant for which the Committee makes a
determination that the Participant is
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permanently and totally unable to perform his or her duties for the
Partnership or an Affiliate as a result of any medically determinable
physical or mental impairment as supported by a written medical opinion
satisfactory to the Committee by a physician selected by the Committee, or
if earlier, the date the Participant becomes entitled to receive long term
disability benefits under the long term disability plan sponsored by the
Partnership or an Affiliate for its employees generally.
(j) "Employee" shall mean any person employed by the Partnership or any
Affiliate.
(k) "Fair Market Value" shall mean, with respect to any property (including,
without limitation, any Common Units or other securities), the value of
such property determined by such methods or procedures as shall be
established from time to time by the Committee; provided, that so long as
the closing price of Common Units is reported by the New York Stock
Exchange, Fair Market Value with respect to Common Units on a particular
date shall mean such closing price of Common Units as so reported for such
date (or, if no prices are quoted for that date, as so quoted for the last
preceding date for which such prices were so quoted).
(l) "General Partner" shall mean Kinder ▇▇▇▇▇▇ ▇.▇., Inc.
(m) "Involuntary Termination" shall mean termination of a Participant's
employment as an Employee with the Partnership or an Affiliate at the
election of the Partnership or Affiliate, provided that such termination is
not Termination for Cause. Involuntary Termination shall not include a
transfer of assignment or location of a Participant where the Participant
is employed by the Partnership or an Affiliate both before and after the
transfer.
(n) "Option" shall mean the opportunity to purchase Common Units of the
Partnership pursuant to an Award granted under Section 5 of the Plan.
(o) "Participant" shall mean an Employee or other individual described in
Section 4 designated to be granted an Award under the Plan.
(p) "Partnership Agreement" shall mean the Second Amended And Restated
Agreement of Limited Partnership Of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P.,
dated as of January 14, 1998.
(q) "Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization or government or
political subdivision thereof.
(r) "Retirement" shall mean with respect to an Employee of the Partnership or
an Affiliate, termination of employment, other than a Termination for
Cause, after attainment of age 55 with at least 5 years of service.
(s) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended
from time to time.
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Execution Copy
(t) "Termination for Cause" shall mean termination of Participant by the
Partnership or an Affiliate because of Participant's (i) conviction of a
felony which in the reasonable, good faith opinion of the Committee would
have an adverse impact on the reputation or business of the Partnership or
an Affiliate; (ii) willful refusal without proper legal cause to perform
Participant's duties and responsibilities; (iii) willfully engaging in
conduct which Participant has reason to know is materially injurious to the
Partnership or an Affiliate; or (iv) failure to meet clearly established
and reasonable performance objectives or standards established by the
Partnership or an Affiliate for Participant's job position. The Committee's
determination of the reason for a Participant's termination of employment
shall be conclusive and binding.
(u) Any terms or provisions used herein which are defined in Sections 83, 421,
422 or 424 of the Code, or the regulations thereunder, or in Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, shall have the meanings as
therein defined.
Executed this 6th day of March, 1998
▇▇▇▇▇▇ ▇▇▇▇▇▇ ENERGY PARTNERS, L.P.
By: KINDER ▇▇▇▇▇▇ ▇.▇., INC.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
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