Exhibit 10.5
TALOS ENERGY INC.
2021 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT NOTICE
Pursuant to the terms and conditions of the Talos Energy Inc. 2021 Long Term Incentive Plan, as amended from time to time (the “Plan”), Talos Energy Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Director”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Director: | [ ] |
Date of Grant: | [ ] |
Total Number of Restricted Stock Units: |
[ ] |
Vesting Schedule:
| [ ] |
By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Director has executed this Grant Notice, effective for all purposes as provided above.
TALOS ENERGY INC.
By:
Name:
Title:
DIRECTOR
Name:
1
EXHIBIT A
RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Talos Energy Inc., a Delaware corporation (the “Company”), and [_________] (the “Director”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
A-1
A-2
A-3
If to the Company, unless otherwise designated by the Company in a written notice to the Director (or other holder):
Talos Energy Inc.
Attn: Executive Vice President and General Counsel
333 Clay Street, Suite 3300
Houston, Texas 77002
If to the Director, at the Director’s last known address on filed with the Company.
Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Director when it is mailed by the Company or, if such notice is not mailed to the Director, upon receipt by the Director. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.
A-4
A-5
A-6
EXHIBIT B
Restricted stock Units
DEFERRAL ELECTION FORM
Please complete this Restricted Stock Units Deferral Election Form (the “Deferral Election Form”) and return a signed copy to the Executive Vice President and General Counsel no later than 5:00 pm CT on [____________] (the “Election Deadline”).
Name: ______________________________________
NOTE: This Deferral Election Form will apply to all grants of Restricted Stock Units (the “RSUs”) you may receive from Talos Energy Inc. (the “Company”) from [____________] until such time as a new signed Deferral Election Form is received by the Company. Any new signed Deferral Election Form must be received by the Company no later than December 31 of the calendar year preceding the calendar year in which it is intended to apply.
1. Settlement of DSUs
In making this election, the following rules apply:
2. Deferral Election
I hereby irrevocably elect to receive the cash and shares of Stock issuable pursuant to any RSUs (and any associated Dividend Equivalents) granted to me in [_____] and any future calendar years, until such time as a new signed Deferral Election Form is received by
B-1
the Company, upon the earliest to occur of my death, “disability” (as defined in the Nonqualified Deferred Compensation Rules), a Change in Control, a “separation from service” (as defined in the Nonqualified Deferred Compensation Rules) or (select only one of the following):
(a) The default time specified in the Agreement.
(b) The date I incur a separation from service (as defined in the Nonqualified Deferred Compensation Rules).
(c) The fifth anniversary of the vesting of the RSUs.
3. Signature
I understand that my rights to the cash and shares of Stock underlying the RSUs (and cash in respect of any Dividend Equivalents) are subject to the rights of the general creditors of the Company in the event of its insolvency, and cash in respect of any Dividend Equivalents will not bear any interest owing to the passage of time. I further understand that this Deferral Election Form will become effective and irrevocable as of 5:00 pm CT on [____________], which is the Election Deadline. Once I have elected the time of settlement of my RSUs by submitting this Deferral Election Form, I understand that (a) the settlement election will be irrevocable and (b) the settlement election will control over any contrary payment time or event specified in Section 4 of the Agreement. I acknowledge that, if I do not complete and timely submit this Deferral Election Form, the cash and shares of Stock underlying my RSUs (and cash in respect of any Dividend Equivalents) will be paid to me at the default time specified in the Agreement.
By executing this Deferral Election Form, I hereby acknowledge my understanding of, and agreement with, the terms and provisions set forth in this Deferral Election Form, the Grant Notice, the Agreement and the Plan.
DIRECTOR
Name:
Date:
B-2
EXHIBIT C
TALOS ENERGY INC.
Restricted stock Unit
SETTLEMENT ELECTION FORM
Please complete this Restricted Stock Unit Settlement Election Form (the “Settlement Election Form”) and return a signed copy to the Executive Vice President and General Counsel no later than 5:00 pm CT on [____________] (the “Election Deadline”).
Name: ______________________________________
NOTE: This Settlement Election Form will apply to all grants of Restricted Stock Units (the “RSUs”) you may receive from Talos Energy Inc. (the “Company”) from [_____________] until such time as a new signed Settlement Election Form is received by the Company. Any new signed Settlement Election Form must be received by the Company no later than [_____________].
1. Settlement of RSUs
In making this election, the following rules apply:
2. Settlement Election
I hereby irrevocably elect to have any RSUs granted to me pursuant to Plan in [_____] and any future calendar years, until such time as a new signed Settlement Election Form is received by the Company to settle (select only one of the following):
(a) 100% in shares of Stock
C-1
(b) 40% in cash and 60% in shares of Stock (default if no other election made)
For the avoidance of doubt, any dividend equivalents payable pursuant to Section 3 of the Agreement will be payable in cash in accordance with Section 3, irrespective of the election above.
3. Signature
I understand that this Settlement Election Form will become effective and irrevocable as of 5:00 pm CT on [____________], which is the Election Deadline. I acknowledge that, if I do not complete and timely submit this Settlement Election Form, the RSUs granted to me during [_____] will be settled 40% in cash and 60% in shares of Stock (with Dividend Equivalents settled in cash).
By executing this Settlement Election Form, I hereby acknowledge my understanding of, and agreement with, the terms and provisions set forth in this Settlement Election Form, the Grant Notice, the Agreement and the Plan.
DIRECTOR
Name:
Date:
C-2