Exit Agreement

An exit agreement is a contract between an employer and employee where both parties consent to their separation and agree on the terms and conditions of it. The contract includes details about why the separation is occuring, when it will be effective, and what obligations each party will assume under the contract. Unlike a severance agreement, in order for an exit agreement to be used, the termination of employment must be mutually agreed upon by both parties. Consequently, it is typically much easier for employers and employees to collaborate on the terms of this type of agreement. However, many of the terms, such as severance pay, are the same across both types of agreements.

Common Sections in Exit Agreements

Below is a list of common sections included in Exit Agreements. These sections are linked to the below sample agreement for you to explore.

Exit Agreement Sample

This Exit Agreement (the “ Agreement ”) is made and entered as of the Effective Date (as defined below), between Kosmos Energy, LLC (“ Company ”) and Brian F. Maxted (“ Retiree ” and, together with Company, the “ Parties ”). In connection with this Agreement, the Parties acknowledge that (a) Company is a premier international oil and gas exploration and production company that primarily operates in underexplored regions along the Atlantic Margin (the “ Business ”), (b) Retiree is age 60 or over, has been employed by Company for over five years, and has served as a member of Company’s Senior Leadership Team, (c) Retiree initiated the retirement process in accordance with Company guidelines, and (d) the Parties desire to enter into this Agreement to protect stockholder relations, goodwill, and other legitimate interests (together, the “ Interests ”). Accordingly, and in consideration of the mutual promises below and for other valuable consideration, the Parties agree to the following terms:

1. Retirement from Employment . Retiree acknowledges that Retiree has retired from Retiree’s employment with Company as Chief Exploration Officer effective 15 February 2019 (the “ Retirement Date ”). Retiree will receive certain Vesting Benefits (as defined below) (together, the “ Post-Termination Benefit ”) provided that Retiree executes this Agreement and does not revoke Retiree’s acceptance.

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 termination 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 conditions 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 latest date on which any Eligible Award (or any portion thereof) will convert into common stock of Company, the “ Last Full Vest Date ”).

Any other provision of the LTIP to the contrary notwithstanding, the Vesting Benefits will apply only if Retiree complies with all terms and conditions of this Agreement. Pursuant to Retiree’s request, Company will withhold, in accordance with Section 2(e) of the Award Agreements, the estimated number of shares necessary from each vesting of an Eligible Award to allow the Retiree to satisfy any applicable withholding tax requirements.

General Release . In exchange for the Post-Termination Benefit, Retiree releases, acquits, and forever discharges (i) Company, (ii) any parent, subsidiary, or affiliated entity of Company, (iii) any current or former officer, stockholder, member, director, partner, agent, manager, employee, representative, insurer, or attorney of the entities described in (i) or (ii), (iv) any employee benefit plan sponsored or administered by any person or entity described in (i), (ii), or (iii), and (v) any successor or assign of any person or entity described in (i), (ii), (iii), or (iv) (collectively, the “ Company Parties ”) from, and waive to the maximum extent permitted by applicable law, any and all claims, liabilities, demands, and causes of action of whatever character, whether known or unknown, fixed or contingent, or vicarious, derivative, or direct, that Retiree may have or claim against Company or any of the other Company Parties. Retiree understands that this general release includes, but is not limited to, any and all claims arising under federal, state, or local laws prohibiting employment discrimination, including the Age Discrimination in Employment Act, or other claims growing out of, resulting from, or connected in any way with Retiree’s employment with or retirement from Company. Retiree understands that this Agreement does not waive any rights or claims against Company or any of the other Company Parties that may arise after the date on which Retiree signs it. Retiree further understands that nothing in this Agreement waives (i) any benefits to which Retiree has a vested entitlement under the terms of the applicable employee benefit plans established by Company, (ii) any rights or claims arising after the Effective Date, or (iii) any right or claim to indemnification or defense of any claims arising out Retiree’s prior employment with the Company.

Effective Date . Retiree understands that the terms of this Agreement will become effective and enforceable eight days after Retiree signs it (the “ Effective Date ”), unless before then Retiree revokes Retiree’s acceptance in writing and delivers Retiree’s written revocation to Amy Wynn-Steffek by email to awynn-steffek@kosmosenergy.com or at the address above, in which case Retiree will not be entitled to receive the Post-Termination Benefit. Retiree acknowledges and agrees that Company has no legal obligation to provide the Post-Termination Benefit to Retiree. Signing this Agreement constitutes Retiree’s agreement to all terms and conditions set forth in it and is in consideration of Company’s agreement to provide the Post-Termination Benefit.

Permitted Activities . Retiree understands that nothing in this Agreement precludes Retiree from (i) voluntarily filing a charge or complaint with, providing truthful information to, or cooperating with an investigation conducted by a government