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EMPLOYEE BENEFIT PLANS
12 Months Ended
Dec. 31, 2016
Compensation Related Costs [Abstract]  
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS:
We have entered into deferred compensation and disability agreements with certain of our current and former officers. The benefits under the deferred compensation agreements vest after certain periods of employment, and at December 31, 2016, the liability for such vested benefits was approximately $961 and is recorded in current and other long-term liabilities. The deferred compensation plan is described further below.
The following is a brief description of each incentive compensation plan applicable to our employees:
Annual Cash Incentive Compensation Plans
The Amended and Restated Revised Annual Incentive Compensation Plan, which was adopted in November 2007, provided for annual cash incentive bonuses tied to the achievement of certain strategic objectives as defined by our board of directors on an annual basis. For 2016, we replaced our historical long-term cash and equity-based incentive compensation programs with the 2016 Performance Incentive Compensation Plan (the "2016 Incentive Plan"), pursuant to which incentive cash bonuses are calculated based on the achievement of certain strategic objectives for each quarter of 2016. Stone incurred expenses of $13,475, $2,242, and $10,361, net of amounts capitalized, for each of the years ended December 31, 2016, 2015 and 2014, respectively, related to incentive compensation cash bonuses. See "Key Executive Incentive Plan" below for additional information.
Stock Incentive Plans
During 2016, we maintained the Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (as Amended and Restated December 17, 2015), as amended from time to time (the "Amended 2009 Plan"). That plan was originally approved at the 2009 Annual Meeting of Stockholders (the "2009 Plan") and was an amendment and restatement of the Company’s 2004 Amended and Restated Stock Incentive Plan (the "2004 Plan"), and it superseded and replaced in its entirety the 2004 Plan. The Amended 2009 Plan provides for the granting of (a) "incentive" stock options as defined in Section 422 of the Code, (b) stock options that do not constitute incentive stock options ("non-statutory" stock options), (c) stock appreciation rights in conjunction with an incentive or non-statutory stock option, (d) restricted stock, (e) restricted stock units, (f) dividend equivalents, (g) other stock-based awards, (h) conversion awards, and (i) cash awards, any of which may be further designated as performance awards (collectively referred to as "awards"). The 2009 Plan eliminated the automatic grant of stock options or restricted stock awards to nonemployee directors that was provided for in the 2004 Plan so that awards under the 2009 Plan and the Amended 2009 Plan are entirely at the discretion of our board of directors or a designated committee. All options must have an exercise price of not less than the fair market value of our common stock on the date of grant and may not be re-priced without stockholder approval.
At the 2015 Annual Meeting of Stockholders, the stockholders approved the Second Amendment (the "Second Amendment") to the 2009 Plan and the Third Amendment (the "Third Amendment") to the 2009 Plan. The Second Amendment provided, among other things, for an increase in the number of shares of our common stock reserved for issuance under the 2009 Plan by 160,000 shares, effective May 21, 2015, and for an extension of the term of the 2009 Plan to May 21, 2025. The Third Amendment set forth the material terms of the 2009 Plan (i.e., the eligible employees, business criteria and maximum annual per person compensation limits) for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code. The Third Amendment did not change the employees eligible to receive compensation under the 2009 Plan, but did (i) allow Stone to grant cash awards (which may or may not be designated as performance awards) under the 2009 Plan, (ii) impose a fixed share number limit on stock-based awards and a fixed dollar limit on cash awards granted during any calendar year under the 2009 Plan to certain individuals, and (iii) add additional business criteria that could be utilized in setting performance goals under the 2009 Plan. The Third Amendment also became effective as of May 21, 2015. On December 17, 2015, Stone amended and restated the 2009 Plan in the form of the Amended 2009 Plan to incorporate all prior amendments to the 2009 Plan (including the Second Amendment and the Third Amendment) and certain other non-material changes to the 2009 Plan.
At the 2016 Annual Meeting of Stockholders, the stockholders approved the adoption of the First Amendment (the "First Amendment") to the Amended 2009 Plan. The First Amendment increased the number of shares of our common stock reserved for issuance under the Amended 2009 Plan by 45,000 shares (as adjusted to reflect our June 2016 reverse stock split), effective May 19, 2016. The stockholders also approved the material terms of the Amended 2009 Plan, as amended by the First Amendment (i.e., the eligible employees, business criteria and maximum annual per person compensation limits) for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code.
At December 31, 2016, we had approximately 237,062 additional shares available for issuance pursuant to the Stock Incentive Plan. We have adopted the Stone Energy Corporation 2017 Long-Term Incentive Plan, which is an omnibus equity compensation plan that will replace the Amended 2009 Plan and will become effective upon our emergence from bankruptcy.
401(k) and Deferred Compensation Plans
The Stone Energy 401(k) Profit Sharing Plan provides eligible employees with the option to defer receipt of a portion of their compensation and we may, at our discretion, match a portion or all of the employee’s deferral. The amounts held under the plan are invested in various investment funds maintained by a third party in accordance with the direction of each employee. An employee is 20% vested in matching contributions (if any) for each year of service and is fully vested upon five years of service. For the years ended December 31, 2016, 2015 and 2014, Stone contributed $1,248, $1,553 and $1,989, respectively, to the plan.
The Stone Energy Corporation Deferred Compensation Plan provides eligible executives and employees with the option to defer up to 100% of their eligible compensation for a calendar year and we could, at our discretion, match a portion or all of the participant’s deferral based upon a percentage determined by our board of directors. In addition, the Board may elect to make discretionary profit sharing contributions to the plan. To date there have been no matching or discretionary profit sharing contributions made by Stone, and in connection with our entry into the Settlement Agreement (defined below), we adopted an amendment to the Deferred Compensation Plan that removed our ability to make matching contributions under that plan. The amounts held under the plan are invested in various investment funds maintained by a third party in accordance with the direction of each participant. At December 31, 2016 and 2015, plan assets of $8,746 and $8,499, respectively, were included in other assets. An equal amount of plan liabilities were included in other long-term liabilities.
Change of Control and Severance Plans
On April 7, 2009, we amended and restated our Executive Change of Control and Severance Plan effective as of December 31, 2008 (as so amended and restated, the "Executive Plan"). The Executive Plan also replaced and superseded our Executive Change in Control and Severance Policy that was maintained for certain designated executives (specifically, the CEO and CFO). The Executive Plan provided the Company’s officers terminated in the event of a change of control and upon certain other terminations of employment with change of control and severance benefits as defined in the Executive Plan. Although our CEO did not participate in the Executive Plan, the severance benefits provided to him under his employment agreement were substantially similar to the benefits provided under the Executive Plan. Executives terminated within the scope of the Executive Plan (or their applicable employment agreement) were entitled to certain payments and benefits including the following: (i) any unpaid base salary up to the date of termination; (ii) in the case of the CEO and CFO, a lump sum severance payment of 2.99 times the sum of the executive’s annual base salary and any target bonus at the one hundred percent level; (iii) a lump sum amount representing a pro rata share of the bonus opportunity up to the date of termination at the then projected rate of payout; (iv) in the case of officers other than the CEO and CFO and an involuntary termination occurring outside a change of control period, a lump sum severance payment in an amount equal to the executive’s annual base salary; (v) in the case of officers other than the CEO and CFO and an involuntary termination occurring during a change of control period, a lump sum severance payment in an amount equal to 2.99 times the executive’s annual base salary; and (vi) continued health plan coverage for six months and outplacement services. In the case of the CEO and CFO, if the payments would be "excess parachute payments," the CEO and CFO could receive a potential gross-up payment to reimburse them for excise taxes that might be incurred under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as any additional income taxes resulting from such reimbursement, provided that if it was determined that the executive would be entitled to a gross-up payment but the total to be paid would not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid such that receipt of the total would not give rise to any excise tax, then no gross-up would be paid and the total payments to the executive would be reduced to the Reduced Amount. Also, if a payment would be to a "specified employee" for purposes of Section 409A of the Code, payment would be delayed until six months after his termination if required to comply with Section 409A. Benefits paid upon a change of control, without regard to whether there is a termination of employment, included the following: (i) lapse of restrictions on restricted stock, (ii) accelerated vesting and cash-out of all in-the-money stock options, (iii) a 401(k) plan employer matching contribution at the rate of 50%, and (iv) a pro-rated portion of the projected bonus, if any, for the year of change of control.
On December 13, 2016, the Company entered into an Executive Claims Settlement Agreement (the "Settlement Agreement") with nine members of the Company’s senior executive team (collectively, the "Senior Executives"), subject to approval by the Bankruptcy Court, which occurred on January 10, 2017. The Settlement Agreement provides for the termination of the Executive Plan and the employment agreement entered into with Kenneth H. Beer and the modification of the employment agreements with David H. Welch and Richard L. Toothman, Jr. In connection with the Settlement Agreement, we adopted the Stone Energy Corporation Executive Severance Plan (the "Executive Severance Plan") in which all Senior Executives are allowed to participate. Pursuant to the terms of the Executive Severance Plan, severance payable to each of the Senior Executives remains substantially similar to the prior arrangements, with the exception that (a) the severance amounts payable to each of David H. Welch and Kenneth H. Beer have been reduced from 2.99x annual base salary and target bonus to (i) for Mr. Welch, 1.5x annual base salary and 1.0x the bonus permitted under the Key Executive Incentive Plan ("KEIP"), and (ii) for Mr. Beer, 1.25x annual base salary and 1.0x the bonus permitted under the KEIP; (b) six months of health benefit continuation; (c) all holders of equity awards subject to vesting will automatically vest in the next tranche of time-based equity that would be scheduled to vest; (d) certain outplacement services; and (e) all Section 280G gross-up payments to which Senior Executives may have previously been entitled were eliminated in favor of a reduction of payments and/or benefits to each Senior Executive in whole or in part only, if by such reduction, the applicable Senior Executive’s net after-tax benefit will exceed such Senior Executive’s net after-tax benefit if such reductions were not made. Further, the Settlement Agreement amends the employment agreement entered into by the Company with David H. Welch (the "Welch Employment Agreement"), pursuant to which Mr. Welch waives any rights to severance under the Welch Employment Agreement in exchange for participation in the Executive Severance Plan. Mr. Toothman also participates in the Executive Severance Plan but remains eligible to receive special severance benefits if he incurs a qualifying termination of employment in connection with the disposition of the Appalachia Properties.

On December 7, 2007, our board of directors approved and adopted the Stone Energy Corporation Employee Change of Control Severance Plan ("Employee Severance Plan"), as amended and restated to comply with the final regulations under Section 409A of the Code and to provide that said plan will remain in force and effect unless and until terminated by our board of directors. The Employee Severance Plan amended and restated the Company’s previous Employee Change of Control Severance Plan dated November 16, 2006. The Employee Severance Plan covers all full-time employees other than officers. Severance is triggered by an involuntary termination of employment on and during the six-month period following a change of control, including a resignation by the employee relating to a change in duties. Employees who are terminated within the scope of the Employee Severance Plan will be entitled to certain payments and benefits including the following: (i) a lump sum equal to (1) weekly pay times full years of service, plus (2) one week’s pay for each full $10,000 of annual pay, but the sum of (1) and (2) cannot be less than 12 weeks of pay or greater than 52 weeks of pay; (ii) continued health plan coverage for 6 months; (iii) a pro-rated portion of the employee’s targeted bonus for the year, and (iv) reasonable outplacement services consistent with current HR practices. Benefits paid upon a change of control, without regard to whether there is a termination of employment, include the following: (i) lapse of restrictions on restricted stock, (ii) cash-out of in-the-money stock options, (iii) a 401(k) plan employer matching contribution at the rate of 50%, and (iv) a lump sum cash payment equal to the product of (1) the number of "restricted shares" of company stock that the employee would have received under the company’s stock plan but did not receive for the time-vested portion of his long-term stock incentive award, if any, for the calendar year in which the change of control occurs times (2) the price per share of the company’s common stock utilized in effecting the change of control, provided that such amount shall be pro-rated by multiplying such amount by the number of full months that have elapsed from January 1 of that calendar year to the effective date of the change of control and then dividing the result by 12.
Key Executive Incentive Plan
Pursuant to the terms of the Settlement Agreement, the Senior Executives agreed to waive their claims related to the Company’s existing 2016 Incentive Plan, and in exchange therefor, we adopted the Stone Energy Corporation Key Executive Incentive Plan ("KEIP"), in which the Senior Executives are allowed to participate. The Senior Executives no longer have a fourth quarter bonus opportunity under the 2016 Incentive Plan and future payments to Senior Executives under the KEIP shall not be paid until the consummation of the Bankruptcy Cases and are limited to approximately $2,000, or the equivalent of the target bonus under the 2016 Incentive Plan for the fourth quarter of 2016. Future payments to Senior Executives under the KEIP shall be paid 50% upon consummation of the bankruptcy cases and 50% 90 days after the Company exits bankruptcy; provided, however, the Senior Executives must be employed upon consummation of the bankruptcy cases and the 90th day following the Company’s exit from bankruptcy or be terminated without cause in order to receive the respective bonus.