Kosmos Energy Ltd.
Long Term Incentive Plan
(amended and restated as of March 27, 2018April 20, 2021)
Section 1. Purpose. The
following sets forth the textpurpose of the
proposed amendmentKosmos Energy Ltd. Long Term Incentive Plan (the “Plan”) is to motivate and reward those employees and other individuals who are expected to contribute significantly to the
Company’s Certificatesuccess of
IncorporationKosmos Energy Ltd. (the
“Form“Company”) and its Affiliates to perform at the highest level and to further the best interests of
Amendment”) to effect the
Reverse Stock SplitCompany and
its shareholders. Section 2. Definitions. As used in the
Authorized Share Reduction. The Form of Amendment contemplatesPlan, the
inclusion of a ratio within a range of ratios and corresponding total number of authorized shares of capital stock and common stock,following terms shall have the meanings set forth below: (a) “Affiliate” means, except as indicatedprovided in Section 2(h), (i) any entity that, directly or indirectly, is controlled by the included bracketed language. These values shall be inserted based uponCompany and (ii) any entity in which the Reverse Stock Split ratio to beCompany has a significant equity interest, in each case as determined by the BoardCommittee.
(b) “Award” means any Option, SAR, Restricted Stock, RSU, Performance Award, or Other Stock-Based Award granted under the Plan.
(c) “Award Document” means any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.
(d) “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
(e) “Beneficiary” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of Directors. The Forma Participant’s death. If no such Person is or can be named by such Participant, or if no Beneficiary designated by such Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at such Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.
(f) “Board” means the board of Amendment including the Reverse Stock Split ratio selected by the Board of Directors and the corresponding Authorized Shares Reduction must be filed with the Secretary of Statedirectors of the State of Delaware in order to become effective. The decision to effect the Reverse Stock Split and the Authorized Share Reduction shall be made by the Board of Directors in its sole discretion (subject to requisite approval by the Company’s stockholders at the 2020 Annual Meeting).Company.
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION OF
KOSMOS ENERGY LTD.
[■], 2020
The undersigned officer of Kosmos Energy Ltd., a Delaware corporation (the(g) “CorporationCause”), pursuant to the provisions of the Delaware General Corporation Law, as amended (the “DGCL”), desiring to give notice of a corporate action effectuating amendment of certain provisions of its Certificate of Incorporation, hereby certifies the following facts:
ARTICLE I
AMENDMENT
Section 1. The name of the Corporation is Kosmos Energy Ltd. and the Corporation was incorporated pursuant to the DGCL on December 28, 2018.
Section 2. The Certificate of Incorporation of the Corporation is hereby amended as follows (the “Amendment”):
(a)
| by replacing Paragraph 1 of Article 4(A) in its entirety with the following: |
1. Classes of Stock. The total number of shares of stock that the Corporation shall have authority to issue is [any number between 333,333,333 and 600,000,000], consisting of [any number between 133,333,333 and 400,000,000] shares of Common Stock, par value $0.01 per share (the “Common Stock”), and 200,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”).
Pursuant to the Delaware Law, upon the filing and effectiveness (the “Effective Time”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each [any number between 15 and 5] shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified and combined into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who, immediately prior to the Effective Time, own a number of shares of Common Stock which is not evenly divisible by the exchange ratio set forth above shall, means, with respect to any Participant, “cause” as defined insuch fractional interest, be entitledParticipant’s Employment Agreement, if any, or if not so defined, and except as otherwise provided in such Participant’s Award Document, such Participant’s:
(i) failure to receive the next highest whole number of shares of Common Stock. Each certificate that represented shares of Common Stock immediately priorperform his or her duties to the Effective Time shall thereafter representCompany or any Affiliate (other than any such failure resulting from his or her physical or mental incapacity);
(ii) having engaged in misconduct, negligence or a breach of fiduciary duty, or breach of any applicable Employment Agreement;
(iii) having been convicted of, or having entered a plea bargain or settlement admitting guilt or the numberimposition of sharesunadjudicated probation for, any crime of Common Stockmoral turpitude or felony under any applicable law;
(iv) breach of any restrictive covenant to which he or she is subject contained in any applicable Employment Agreement or other agreement with the Company or any Affiliate;
(v) breach of any policy of the Company or any Affiliate, including without limitation any such policy that give effectrelates to expense management, human resources or the Reverse Stock Split; provided, that each person holding ofForeign Corrupt Practices Act;
