SUMMARY OF THE COMPENSATION OF NON-EMPLOYEE DIRECTORS OF
ENERGY PARTNERS, LTD.
Set forth below is a summary of the compensation provided to directors who are not officers or employees of the
company ("Non-Employee Directors"). Directors who are also officers or employees of the Company do not
receive any compensation for duties performed as Directors.
Retainers and Meeting Fees:
o Board Retainer: Each Non-Employee Director receives an annual retainer of $27,500 and meeting fees of
$1,000 for each meeting of the Board of Directors or any Committee of the Board of Directors.
o Committee Retainers: The Chairman of the Audit Committee receives an annual retainer of $15,000 and the
Chairman of each other Committee of the Board of Directors receives an annual retainer of $10,000. Each
member of the Audit Committee (other than the Chairman) receives an annual retainer of $5,000.
o Form of Payment: Retainer fees are paid in shares of Common Stock (valued at fair market value); provided,
however, that a director may elect to receive up to 50% of such retainer fees in cash. Meeting fees are paid in
o Deferral Election: Directors may defer all or a portion of their retainer and meeting fees, at the election of each
Reimbursement of Expenses: Directors are reimbursed for their reasonable expenses in connection with attending
Board of Director meetings and other Company events.
Stock Option Grants: The Company's 2000 Stock Option Plan for Non-Employee Directors provides for
automatic grants of stock options to members of the Board of Directors who are not employees of the Company
or any subsidiary. An initial grant of a stock option to purchase 4,000 shares of our Common Stock was made to
each non-employee director upon consummation of our initial public offering. An initial grant of a stock option to
purchase 2,000 shares will also be made to each person who becomes a non-employee director after the
effective date upon his or her initial election or appointment.