Common use of Vesting Benefits Clause in Contracts

Vesting Benefits. Exhibit A sets forth each outstanding restricted share unit (“RSU”) award and performance share unit (“PSU”) award previously granted to Retiree under the Kosmos Energy Ltd. Long Term Incentive Plan (as amended from time to time, the “LTIP”) and described in applicable award agreements (“Award Agreements”). With respect to each outstanding RSU award and PSU award held by Retiree that, as of the Retirement Date, has been outstanding for at least one year following the applicable grant date (collectively, the “Eligible Awards”), Company agrees to amend and waive, in accordance with the terms of the LTIP and the individual RSU and PSU Award Agreements granted to Retiree thereunder, all or any portion of the continued service-based vesting conditions applicable to such Eligible Awards (the “Vesting Benefits”) and delete any forfeiture requirements based on Retiree’s retirement; provided that (i) in the case of any Eligible Award that is subject to performance-vesting conditions, the vesting of such award will remain subject to the satisfaction of the applicable performance-vesting conditions, (ii) the Eligible Awards will remain subject to all other terms and conditions applicable to such Eligible Awards pursuant to the LTIP and the applicable Award Agreements, and (iii) the Eligible Awards will convert into common stock of Company in accordance with their original vesting/settlement schedule. The latest date on which any Eligible Award (or any portion thereof) will convert into common stock of Company is the “Last Full Vest Date.” For the avoidance of doubt, any awards held by Retiree under the LTIP that are not Eligible Awards shall not be entitled to the Vesting Benefits, and shall, effective as of the Retirement Date, be forfeited in their entirety without the payment of any consideration to Retiree, and Retiree shall have no further rights or entitlements with respect to such awards. Any other provision of the LTIP to Exit Agreement the contrary notwithstanding, the Vesting Benefits will apply only if Retiree complies with all terms and conditions of this Agreement. Notwithstanding the foregoing, this subparagraph (a) will not apply to any Eligible Awards to the extent such application would cause such Eligible Award to be subject to an additional tax under section 409A of the Internal Revenue Code of 1986, as amended.

Vesting Benefits. Exhibit A B sets forth each outstanding restricted share unit (“RSU”) award and performance share unit (“PSU”) award previously granted to Retiree under the Kosmos Energy Ltd. Long Term Incentive Plan (as amended from time to time, the “LTIP”) LTIP and described in applicable award agreements (the “Award Agreements”). With respect to each outstanding RSU award and PSU award held by Retiree that, as of the Retirement Date, has been outstanding for at least one year following the applicable grant date (collectively, the “Eligible Awards”), Company agrees to amend and waive, in accordance with the terms of the LTIP and the individual RSU and PSU Award Agreements granted to Retiree thereunder, all or any portion of the continued service-based vesting conditions applicable to such Eligible Awards (the “Vesting Benefits”) and delete any forfeiture requirements based on Retiree’s retirement; provided that (i) in the case of any Eligible Award that is subject to performance-vesting conditions, the vesting of such award will remain subject to the satisfaction of the applicable performance-vesting conditions, (ii) the Eligible Awards will remain subject to all other terms and conditions applicable to such Eligible Awards pursuant to the LTIP and the applicable Award Agreements, and (iii) the Eligible Awards will convert into common stock of Company in accordance with their original vesting/settlement schedule. The latest date on which any Eligible Award (or any portion thereof) will convert into common stock of Company is the “Last Full Vest Date.” For the avoidance of doubt, any awards held by Retiree under the LTIP that are not Eligible Awards shall not be entitled to the Vesting Benefits, and shall, effective as of the Retirement Date, be forfeited in their entirety without the payment of any consideration to Retiree, and Retiree shall have no further rights or entitlements with respect to such awards. Any other provision of the LTIP to Exit Agreement the contrary notwithstanding, the Vesting Benefits will apply only if Retiree complies with all terms and conditions of this Agreement. Notwithstanding the foregoing, this subparagraph (a) will not apply to any Eligible Awards to the extent such application would cause such Eligible Award to be subject to an additional tax under section 409A of the Internal Revenue Code of 1986, as amended.

Vesting Benefits. Exhibit A hereto sets forth each outstanding restricted share unit (“RSU”) award and performance share unit (“PSU”) award previously granted to Retiree under the Kosmos Energy Ltd. Long Term Incentive Plan (as amended from time to time, the “LTIP”) and described in applicable award agreements (“Award Agreements”). With respect to each outstanding RSU award and PSU award held by Retiree that, as of the Retirement Date, has been outstanding for at least one year following the applicable grant date (collectively, the “Eligible Awards”), Company hereby agrees to amend and waive, in accordance with the terms of the LTIP and the individual RSU and PSU Award Agreements granted to Retiree thereunder, all or any portion of the continued service-based vesting conditions applicable to such Eligible Awards (the “Vesting Benefits”) and delete any forfeiture requirements based on Retiree’s retirementtermination of service; provided that (i) in the case of any Eligible Award that is subject to performance-vesting conditions, the vesting of such award will remain subject to the satisfaction of the applicable performance-vesting conditionsconditions in accordance with its terms, (ii) the Eligible Awards will remain subject to all other terms and conditions applicable to such Eligible Awards pursuant to the LTIP and the applicable Award Agreements, and (iii) the Eligible Awards will convert into common stock of Company in accordance with their original vesting/settlement schedule. The schedule (the latest date on which any Eligible Award (or any portion thereof) will convert into common stock of Company is Company, the “Last Full Vest Date.” For the avoidance of doubt, any awards held by Retiree under the LTIP that are not Eligible Awards shall not be entitled to the Vesting Benefits, and shall, effective as of the Retirement Date, be forfeited in their entirety without the payment of any consideration to Retiree, and Retiree shall have no further rights or entitlements with respect to such awards”). Any other provision of the LTIP to Exit Agreement the contrary notwithstanding, the Vesting Benefits will apply only if Retiree complies with all terms and conditions of this Agreement. Notwithstanding Pursuant to Retiree’s request, Company will withhold, in accordance with Section 2(e) of the foregoingAward Agreements, this subparagraph (a) will not apply to any Eligible Awards to the extent such application would cause such estimated number of shares necessary from each vesting of an Eligible Award to be subject allow the Retiree to an additional satisfy any applicable withholding tax under section 409A of the Internal Revenue Code of 1986, as amendedrequirements.

Vesting Benefits. Exhibit A sets forth Notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, a number of shares pursuant to each outstanding restricted share unit stock-based awards held by the Executive subject solely to: i. time-based vesting (the “RSU”Time-Based Equity Awards) award equal to the number of shares that would have vested pursuant to such Time-Based Equity Award during the six (6) month period immediately following the Separation Date had the Executive remained in continuous employment with the Company during such period, will immediately vest and performance share unit become exercisable as of the Separation Date, such that with respect to the 2021 Option, an additional 29,612 shares shall vest (“PSU”) award previously granted to Retiree for a total of 98,704 vested shares under the Kosmos Energy Ltd. Long Term Incentive Plan 2021 Option as of the Separation Date after giving effect to this provision), and with respect to the 2022 Option, no additional shares shall vest (for a total of zero (0) vested shares under the 2022 Option as amended from time to timeof the Separation Date); and ii. performance-based vesting (the “Performance-Based Equity Awards” and together with the Time-Based Equity Awards, the “LTIPOutstanding Equity Awards”) and described in applicable award agreements (“Award Agreements”). With respect equal to each outstanding RSU award and PSU award held by Retiree that, as the number of the Retirement Date, has been outstanding for at least one year following the applicable grant date (collectively, the “Eligible Awards”), Company agrees to amend and waive, in accordance with the terms of the LTIP and the individual RSU and PSU Award Agreements granted to Retiree thereunder, all or any portion of the continued service-based vesting conditions applicable shares that would have vested pursuant to such Eligible Performance-Based Equity Awards (the “Vesting Benefits”) and delete any forfeiture requirements based on Retiree’s retirement; provided that (i) in the case of any Eligible Award that is subject to performance-vesting conditions, the vesting of such award will remain subject to the satisfaction Company’s achievement of the applicable performance-based vesting conditions, (ii) the Eligible Awards will remain subject to all other terms and conditions applicable to such Eligible Awards pursuant to the LTIP and described in the applicable Award Agreementsaward agreements within the six (6) month period following the Separation Date, will vest and (iii) the Eligible Awards will convert into common stock of Company in accordance with their original vesting/settlement schedulebecome exercisable. The latest date on which any Eligible Award (or any portion thereof) will convert into common stock of Company is the “Last Full Vest Date.” For the avoidance of doubt, any awards held by Retiree under the LTIP Restricted Shares shall vest and the Repurchase Right shall lapse if the Performance-Based Conditions are achieved on or before January 6, 2023 (the “Outside Date”), provided that if the Performance-Based Conditions are not Eligible Awards shall not be entitled to the Vesting Benefits, and shall, effective achieved as of the Retirement Outside Date, then the Company shall automatically exercise its Repurchase Right as of the Outside Date and the repurchase price shall be deemed to have been paid in consideration of the payments and other exchanges made herein. For purposes of this Section 2(c)(ii), any termination or other forfeiture of the unvested portion of the applicable Performance-Based Equity Award(s) that would otherwise occur on the Separation Date will be delayed to effect the terms of this Section 2(c)(ii) and such termination will subsequently occur if the vesting pursuant to this subsection does not occur due to the absence of the satisfaction of the Conditions or the failure of the Company to achieve the applicable performance-based vesting conditions during the six-month period following the Separation Date. The 138,181 unvested shares under the 2021 Option and 235,000 unvested shares under the 2022 Option shall be forfeited automatically on the Separation Date in their entirety without accordance with the payment applicable award agreements. The 98,704 vested shares under the 2021 Option shall remain available for exercise by the Executive for a period of any consideration to Retireetwenty-four (24) months in accordance with the applicable award agreement, and Retiree any unexercised shares at the end of such twenty-four (24) month period shall have no further rights or entitlements be automatically forfeited in accordance with respect the applicable award agreement. The amounts payable pursuant to such awards. Any other provision of the LTIP to Exit Agreement the contrary notwithstandingthis Sections 2(a) and (b), the Vesting Benefits will apply only if Retiree complies with all terms and conditions of this Agreement. Notwithstanding the foregoing, this subparagraph (a) will not apply to any Eligible Awards to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within sixty (60) days after the Separation Date; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such application would cause such Eligible Award payments, to be subject to an additional tax under section the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Separation Date. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).