Energy XXI Services, LLC Restoration Plan (As Amended and Restated Effective January 1, 2013)

EXHIBIT 10.1

Energy XXI Services, LLC (the “Company”), originally established and adopted the Energy XXI Services, LLC Restoration Plan (the “Plan”) effective as of December 1, 2006. By this document, the Company is amending and restating the Plan, effective as of January 1, 2013. The Plan applies to all Eligible Employees who become Participants in accordance with the terms of the Plan.

The purpose of the Plan is to advance the interests of the Company by attracting and retaining in its employ highly qualified individuals for the successful conduct of its business. The Company hopes to accomplish these objectives by helping to provide for the retirement of its key employees selected to participate in the Plan.

It is the intention of the Company that the Plan meet all of the requirements necessary to qualify as a nonqualified, unfunded, unsecured plan of deferred compensation (for a select group of management or highly compensated employees) within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and all Plan provisions shall be interpreted accordingly. Further, it is the intention of the Company for the Plan to meet all of the requirements of Code Section 409A and any regulations or guidance promulgated thereunder so that all amounts deferred on behalf of a Participant hereunder shall not be includible in the income of the Participant until distributed to the Participant.

2.1. Definitions.  Where the following words and phrases appear in this Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:

2.2. Construction.  The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may include the plural and vice versa, unless the context clearly indicates to the contrary.

2.3. Governing Law.  The Plan shall be construed in accordance with and governed by the laws of the State of Texas to the extent not preempted by federal law.

3.1. Participation.  The Committee shall, from time to time, select those Employees who shall be Eligible Employees. Participation in the Plan shall be limited to Eligible Employees who meet such other eligibility criteria as the Committee may establish from time to time.

An Eligible Employee selected for participation in this Plan in accordance with this Section 3.1 shall become a Participant on the first day of the month coinciding with or next following his or her selection as a Participant; provided, however, that Participants who are determined by the Committee to be eligible as of the Effective Date shall be eligible as of the Effective Date.

3.2. Participant Elections; Employee Contributions.  To the extent authorized by the Committee for a given Plan Year pursuant to written resolutions adopted prior to the commencement of such Plan Year, a Participant may complete an Election Form to elect to defer the present payment by the Company of up to one hundred percent (100%) of the Participant’s Compensation otherwise paid during such Plan Year, and instead have that amount credited to the Participant’s Employee Contribution Account. The Compensation otherwise currently payable to the Participant shall be reduced by the amount of such Participant’s Employee Contribution. No Employee Contributions shall be made to the Plan during a Plan Year unless authorized by the Committee in accordance with this Section 3.2.

In addition, to the extent authorized by the Committee for a given Plan Year pursuant to the written resolutions referred to above, the Participant may elect, at the time of his or her initial deferral with respect to Compensation deferred for the Plan Year, to receive payment of such Compensation (including any adjustments thereto based upon any investment adjustments under Article V), or any specific portion thereof, in a single lump sum cash payment upon the earlier of a fixed date (which is at least two years after the Plan Year of such deferrals), as specified by the Participant on the Election Form, or the date that is six (6) months following the Participant’s Separation from Service.

The Election Form must be completed prior to the date specified by the Committee, but in any event prior to the last day of the calendar year prior to the Plan Year in which the services are performed giving rise to the Compensation. An Employee who first becomes an Eligible Employee as of the Effective Date or after the commencement of a Plan Year, may make a deferral election with respect to the portion of Compensation earned in such Plan Year after the date of the election, provided that such Eligible Employee makes such deferral election prior to the date specified by the Committee but not later than thirty days after first becoming eligible to participate. The Election Form once made shall be irrevocable as of the last day of the calendar year prior to the Plan Year for which it is made. A Participant may, at the times and in the manner designated by the Committee, change or terminate a salary deferral election to be effective as of the next following Plan Year.

3.3. Cessation of Participation.  A Participant will cease to be an Eligible Employee as of the end of any Plan Year designated by the Committee. If any Participant does not incur a Separation from Service but ceases to be an Eligible Employee then, during the period that such Participant is not an Eligible Employee such Participant’s Account shall continue to be adjusted as provided in Article V hereof.

4.1. Employer Matching Contributions.  If the Committee authorizes Employee Contributions for a given Plan Year in accordance with Section 3.2 then, for each such Plan Year for which a Participant elects to make Employee Contributions, the Company shall credit to such Participant’s Employer Contribution Account, an Employer Contribution equal to one dollar for every dollar credited as an Employee Contribution up to the following limit:

[Six percent (6%) times Compensation] minus [Six percent (6%) times the lesser of (i) Net Compensation or (ii) the limit on compensation set forth in Section 401(a)(17) of the Code].

Employer Contributions under this Section 4.1 shall be credited to the Participant’s Employer Contribution Account as soon as administratively feasible following the end of the Plan Year, or such earlier date as shall be determined by the Committee. Amounts contributed to a Participant’s Employer Contribution Account pursuant to this Section 4.1 shall be one hundred percent (100%) vested at all times.

4.2. Employer Profit Sharing Contributions.  For each Plan Year, the Company will make an Employer Contribution under this Section 4.2 to this Plan on behalf of each Participant in an amount equal to the difference between (a) and (b) below:

Employer Contributions under this Section 4.2 shall be credited to the Participant’s Employer Contribution Account as soon as administratively feasible following the end of the Plan Year, or such earlier date as shall be determined by the Committee. Amounts contributed to a Participant’s Employer Contribution Account pursuant to this Section 4.2 shall be one hundred percent (100%) vested at all times.

4.3 Employer Discretionary Contributions.  From time to time while the Plan is in effect, the Company may, in its sole discretion, make an Employer Contribution pursuant to this Section 4.3 in any amount with respect to any Participant as it shall determine in its sole discretion.

Employer Contributions under this Section 4.3 shall be credited to the Participant’s Employer Contribution Account on December 31 of the Plan Year to which such Employer Contributions relate but only if the Participant remains employed by the Employer on that date. Participants whose employment with the Employer terminates prior to December 31 of the Plan Year to which Employer Contributions under this Section 4.3 relate shall not be credited with any such Employer Contributions for the Plan Year. Once a Participant has satisfied the continued employment requirement described in this paragraph to be eligible to receive an Employer Contribution pursuant to this Section 4.3 for a given Plan Year, the Participant shall be one hundred percent (100%) vested at all times with respect to such Employer Contribution for that Plan Year. In accordance with Section 3121(v)(2) of the Code and the regulations promulgated thereunder, Employer Contributions made under this Section 4.3 shall be taken into account for FICA tax purposes on December 31 of the Plan Year to which such Employer Contributions relate at the time such amounts become vested and are credited to eligible Participants’ Employer Contribution Accounts.

5.1. Establishment of Participant Accounts.  Separate Accounts shall be established and maintained for each Participant, and more than one such Account may be established and maintained for a Participant, as deemed necessary by the Committee for administrative purposes. A Participant’s Account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan, and shall not constitute or be treated as a trust fund of any kind unless set aside in a Rabbi Trust. The Committee shall determine the balance of each Account, as of each Valuation Date, by adjusting the balance of such Account as of each Valuation Date to reflect changes in the value of the investment benchmarks thereof, credits and debits pursuant to Articles III, IV or V, and distributions pursuant to Article VI hereof. All costs, charges, and expenses incurred in connection with the administration of the Plan may be paid by the Employer or allocated among the Accounts of the Participants as determined by the Committee in its discretion.

5.2. Valuation of Accounts.  Each Participant’s Account is a bookkeeping account, the value of which shall be based upon the performance of investment benchmarks designated by the Committee or the Participant, as permitted by the Committee. Notwithstanding the foregoing, the terms of this Plan place no obligation upon the Company to invest or to continue to invest any portion of the amounts in the Account, to invest in or to continue to invest in any specific asset, to liquidate any particular investment, or to apply in any specific manner the proceeds from the sale, liquidation, or maturity of any particular investment. The Company assumes no risk of any decrease in the value of any investments or the Participant’s Account, and the Company’s sole obligations are to maintain the Participant’s Account and make payments to the Participant or the Participant’s beneficiaries as herein provided.

5.3. Investment Benchmarks.  Investment benchmarks shall be established under the Plan as follows.

5.4. Statement of Participant Accounts.  The Committee shall provide periodically to each Participant a statement setting forth the balance of such Participant’s Account as of the end of the most recently completed accounting period, in such form as the Committee deems desirable. Such statements shall be provided to Participants no less frequently than annually.

6.1. Distribution of Benefits.  The Participant’s vested Account balance shall be paid in a single lump sum distribution on the date that is six (6) months following the Participant’s Separation from Service or, upon the Participant’s death, pursuant to Section 7.1. Notwithstanding the foregoing, if the Committee authorizes a payment election in accordance with Section 3.2 and a Participant makes such a payment election, then payment of the portion of the Participant’s vested Account balance attributable to the Participant’s Employee Contributions governed by such payment election shall be made in accordance with the time of payment dictated by the Participant’s Election Form.

7.1. Death Benefits.  Any Plan benefits not distributed prior to the Participant’s death shall, upon the Participant’s death, be paid to the legal representative of the Participant’s estate, or if no such representative is appointed, to the Participant’s surviving spouse or, if the Participant has no surviving spouse, to the Participant’s heirs at law. Any payment or distribution pursuant to this Section 7.1 shall be in the form of a single lump sum payment made no later than December 31^st of the calendar year in which the Participant’s death occurred.

8.1. The Committee.  Subject to the provisions of this Article VIII, the Plan shall be administered by the Committee. The Company, acting through its Board of Directors or through a committee appointed by the Board for this purpose (hereinafter “Board”) shall be empowered to appoint and remove the Trustee and members of the Committee from time to time as it deems necessary.

8.2. Powers and Duties of the Committee.  The Committee shall:

8.3. Nondiscriminatory Exercise Of Authority.  Whenever, in the administration of the Plan, any discretionary action by the Committee is required, the Committee shall exercise its authority in a nondiscriminatory manner so that all persons similarly situated will receive substantially the same treatment.

8.4. Participant as a Committee Member.  In the event the Committee exercises any discretionary authority under the Plan with respect to a Participant who is a member of the Committee, such discretionary authority shall be exercised solely and exclusively by those members of the Committee other than the Participant. In the event the remaining members of the Committee cannot reach a majority conclusion, the Board of Directors of the Company shall appoint a temporary substitute Committee member to exercise all the powers of a qualified Committee member concerning the matter in which such Participant cannot so act or for which there is a deadlock.

8.5. Claims Procedure.  The Committee shall make all determinations in its sole discretion as to the right of any Participant to a benefit under the Plan. Any denial by the Committee of a claim for benefits under the Plan by a Participant shall be stated in writing by the Committee and delivered or mailed to the Participant within 90 days after receipt by the Committee of the Participant’s claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice thereof shall be provided to the Participant before the end of this 90-day period. The extension shall not exceed 90 days from the end of the initial 90-day period. Such notice of denial of benefits under the Plan shall set forth the specific reasons for the denial. The notice shall describe any additional information or material necessary to complete the claim, an explanation of why the information or material is necessary, and the Plan’s claim review procedure. In addition, the Committee shall afford a reasonable opportunity to any Participant whose claim for benefits has been denied to submit a written request that the decision denying the claim be reviewed by the Committee. This appeal shall be filed within 60 days after the receipt by the Participant of the notice informing him of the Committee’s denial of the Participant’s claim. Failure to file such an appeal by the Participant shall result in the forfeiture by such Participant of such right. The Committee shall notify the Participant of its decision in writing within 60 days after receipt by the Committee of the Participant’s appeal, unless an extension of time for processing the appeal is required. If such an extension is required, written notice thereof shall be provided to the Participant before the end of this 60-day period. The extension shall not exceed 60 days from the end of the initial 60-day period. The decision of the Committee shall be final and binding on all parties.

9.1. No Commitment as to Employment.  The adoption and maintenance of this Plan shall not enlarge or otherwise affect the terms and conditions of a Participant’s employment by the Employer, and the Employer may terminate or otherwise modify the terms and conditions of employment of the Participant as freely and with the same effect as if the Plan had not been established. The Participant shall remain subject to discharge as if the Plan had never been adopted. The Plan does not alter any employment-at-will relationship which may exist between the Employer and the Participant.

9.2. Indemnification of Board of Directors, Committee and Others.  No member of the Company’s Board of Directors or the Committee, nor any officer or employee of the Company acting on behalf of the Company’s Board of Directors or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Company’s Board of Directors or the Committee and each officer or employee of the Company acting on their behalf shall, to the extent permitted by law and the Company’s by-laws and other organizational documents, be fully indemnified and protected by the Company in respect to any such action, determination or interpretation.

9.3. Amendment; Termination.  The Plan and any Election Form may be altered or amended in whole or in part, at any time and from time to time, by the Committee, in its sole discretion; provided, however, that the Committee shall not alter or amend a Participant’s Election Form except to the extent necessary to comply with the terms of the Plan or applicable law, including Section 409A of the Code. The Company reserves the right to terminate this Plan at any time.

No amendment or termination by the Company shall reduce the accrued benefits of a Participant, except to the extent required to comply with applicable law.

If the Company terminates the Plan, the Company shall distribute to each Participant, within 90 days after the effective date of termination, such Participant’s Account, valued as of the date of termination, but only in compliance with Section 409A of the Code. Notwithstanding any other provisions of this Plan, if the Company terminates the Plan, the Company may, in its sole and absolute discretion, make a single lump-sum payment to each Participant of the balance in the Participant’s Account, but only in compliance with Section 409A of the Code.

9.4. Binding Effect.  This Plan shall be binding upon and inure to the benefit of the Employer, its successors and assigns, and the Participants and their beneficiaries, heirs, assigns and personal representatives.

9.5. Validity of Plan.  The invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof.

9.6. Title To Assets.  No Participant or beneficiary shall have any right to, or interest in, any assets of the Employer upon termination of the Participant’s employment or otherwise, except as provided from time to time under this Plan.

9.7. Inalienability of Benefits.  The right of any Participant or the participant’s beneficiary to any benefit or payment under the Plan shall not be subject to alienation or assignment, and to the fullest extent permitted by law, shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. In the event a Participant or the Participant’s beneficiary who is receiving or is entitled to receive benefits under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void. The Plan shall not make payments to an alternate payee pursuant to a domestic relations order, even if such order qualifies as a “qualified domestic relations order” under Section 414(p) of the Code.

9.8. Withholding.  All deferrals, contributions and payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required of the Company under any applicable local, state or federal law.

9.9. Payment of Benefits.  Whenever any benefit is to be paid to or for the benefit of any person who is then a minor or determined to be incompetent by qualified medical advice, the Company need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of such minor or incompetent, or to cause the same to be paid to such minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of such minor or incompetent if one has been appointed or to cause the same to be used for the benefit of such minor or incompetent.

10.1. Source of Payment of Benefits.  The Plan is a nonqualified, unfunded, deferred compensation plan. Therefore, all benefits owing under the Plan shall be paid out of the Employer’s general corporate funds, which are subject to the claims of creditors, or out of a Rabbi Trust that the Employer may establish or authorize; provided that all assets paid into any such trust shall at all times before actual payment to a Participant remain subject to the claims of general creditors of the Employer. Neither the Participant nor a Participant’s beneficiary shall have any right, title or interest whatever in or to, or any claim, preferred or otherwise, in or to, any particular assets of the Employer as a result of participation in the Plan, or any trust that the Employer may establish to aid in providing the payments described in the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust or a fiduciary relationship of any kind between the Employer and a Participant. No Participant shall acquire any interest greater than that of an unsecured creditor in any assets of the Employer or in any trust that the Employer may establish for the purposes of paying benefits hereunder.

The Company may establish a Rabbi Trust and fund such trust for the purpose of paying benefits owing under the Plan. However, in the absence of action by the Company, nothing herein shall be construed to require the creation or funding of a Rabbi Trust by the Company or any Employer for the purpose of paying benefits owing under the Plan.

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing instrument comprising the Energy XXI Services, LLC Restoration Plan, ENERGY XXI SERVICES, LLC, as the Employer, has caused this instrument to be duly executed by its proper officers this 15^th day of January, 2013 to be effective as of the Effective Date.

ATTEST:  ENERGY XXI SERVICES, LLC

/s/ John D. Schiller, Jr.

John D. Schiller, Jr.