ENERGY PARTNERS, LTD.
AMENDED AND RESTATED 2000 LONG TERM STOCK INCENTIVE PLAN
The purposes of the Amended and Restated 2000 Long Term Stock Incentive Plan are to advance the interests
of Energy Partners, Ltd. and its shareholders by providing a means to attract, retain, and motivate employees of
the Company upon whose judgment, initiative and efforts the continued success, growth and development of the
Company is dependent.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) "Affiliate" means any entity other than the Company and its Subsidiaries that is designated by the Board or the
Committee as a participating employer under the Plan; provided that the Company directly or indirectly owns at
least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership
interests in such entity.
(b) "Award" means any Option, Performance Share or Restricted Share granted to an Eligible Person under the
(c) "Award Agreement" means any written agreement, contract, or other instrument or document evidencing an
(d) "Beneficiary" means the person, persons, trust or trusts which have been designated by the Eligible Person in
his or her most recent written beneficiary designation filed with the Company to receive the benefits specified
under this Plan upon the death of the Eligible Person, or, if there is no designated Beneficiary or surviving
designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.
(e) "Board" means the Board of Directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any
provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder.
(g) "Committee" means the Compensation Committee of the Board, or such other Board committee as may be