Exhibit
10.14


 


COBALT INTERNATIONAL ENERGY,
L.P.


DEFERRED COMPENSATION PLAN


(Amended and Restated as of October 22,
2009)


 


SECTION 1.  Purpose.  Cobalt International Energy, L.P. adopted the
Deferred Compensation Plan (the “Plan”),
effective as of December 31, 2008, to allow certain of its executives to
defer receipt of a portion of their compensation and to encourage and promote
the profitable growth of the Company. 
Cobalt International Energy, L.P. desires to amend and restate the Plan
to provide that no additional deferrals will be permitted under the Plan and to
clarify the treatment of amounts deferred under the Plan on and following the
IPO (as defined in Section 2(j)). 
This document supersedes the document implementing the terms of the Plan
as in effect prior to the date of this amendment and restatement (the “Prior Plan Document”); it being understood
that nothing in this document shall be deemed to provide for distributions with
respect to amounts deferred under the Plan at any times or upon any events
other than as provided under the Prior Plan Document.


 


SECTION 2. 
Definitions.  As used herein,
the following definitions shall apply:


 


(a)                        “Administrator” means (i) the Board or (ii) the
person or persons appointed by the Board to serve as the Administrator pursuant
to Section 11.


 


(b)                       “Account” means an account maintained by the Company for a
Participant to document the amounts deferred by such Participant under the
Plan.


 


(c)                        “Annual Bonus” means the cash bonus, if any, awarded to a
Participant by the Company in 2009 for performance with respect to 2009.


 


(d)                       “Beneficiary” means a person entitled to receive a payment
under the Plan in the event of a Participant’s death.  If no such person is named by such
Participant, or if no Beneficiary designated by such Participant is eligible to
receive a payment under the Plan upon his death, such Participant’s Beneficiary
shall be his estate.


 


(e)                        “Board” means the board of directors of the Company.


 


(f)                          “Change in Control” at any time (i) prior to the IPO shall
have the meaning assigned to it in the Partnership Agreement; provided that clause (iii) of such definition shall not
apply for purposes of the Plan, and (ii) on or following the IPO, shall
have the meaning assigned to it in the LTIP.


 


(g)                       “Code” means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations and guidance promulgated thereunder.


 

















 


(h)                       “Company” means (i) prior to the closing of the IPO,
Cobalt International Energy, L.P., and (ii) on and after the closing of the
IPO, Cobalt International Energy, Inc.


 


(i)                           “Disability” means, with respect to a Participant, that such
Participant is:


 


(i)                                     unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months; or


 


(ii)                                  by reason of
any medically determinable physical or mental impairment, which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Company.


 


(j)                           “IPO” means the underwritten public offering of shares of
the  common stock of Cobalt International
Energy, Inc. pursuant to Registration Statement No. 333-161734 on Form S-1
filed with the Securities and Exchange Commission.


 


(k)                        “LTIP” means the Cobalt International Energy, Inc. Long
Term Incentive Plan.


 


(l)                           “Plan” means this Cobalt International Energy, L.P. Deferred
Compensation Plan, as amended from time to time.


 


(m)                     “Partnership
Agreement” means the Fourth Amended and Restated Agreement of
Limited Partnership of Cobalt International Energy, L.P. dated as of February 6,
2009.


 


(n)                       “Reorganization Agreement” means the Reorganization Agreement
to be entered into prior to the IPO among Cobalt International Energy, L.P.,
Cobalt International Energy, Inc. and the other parties signatory thereto.


 


(o)                       “Salary” means the base salary paid by the Company to a
Participant in 2009 for personal services to the Company.


 


(p)                       “Separation from Service” means, with respect to a
Participant, the (i) cessation of all services performed by such
Participant for the Company or (ii) permanent decrease in the level of
services performed by such Participant for the Company (whether as an employee
or as an independent contractor) to no more than 20 percent of the average
level of services performed (whether as an employee or an independent
contractor) over the immediately preceding 36-


 


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month period (or the full period of services to the
Company, if such Participant has been providing services to the Company for
less than 36 months).


 


(q)                       “Share” means one share of common stock of Cobalt
International Energy, Inc.


 


Part I

Participation and Deferrals


 


SECTION 3.  Participation.  As of the date of this amendment and
restatement of the Plan, the participants in the Plan are the individuals whose
names are set forth on Appendix A (the “Participants”).  No additional individuals shall be permitted
to participate in the Plan.


 


SECTION 4.  Deferrals.  Appendix A indicates the amount of his Salary
and/or Bonus that each Participant irrevocably elected to defer under the
Plan.  An Account has been established
for each Participant, which has been credited with the amount of deferred
Salary through the date of this amendment and restatement of the Plan and which
shall be credited with the amount of deferred Salary and/or Bonus following
such date.


 


Part II

Account Investments


 


SECTION 5.  Account Investments Prior
to the Closing of the IPO.  Each Account merely provides a record of the
bookkeeping entries relating to the Plan and thus reflects a mere unsecured
promise to pay amounts in the future. 
Prior to the closing of the IPO, Accounts shall be deemed to be invested
in the JPMorgan Prime Money Market Fund or such other investment reference as
determined by the Administrator in good faith (the “Investment
Reference”).  Accounts shall
be deemed to have realized applicable investment earnings and losses based on
the performance of the Investment Reference, which shall be credited or debited
to the Account of each Participant as of the end of each calendar quarter.  The Administer may, but shall not be
obligated to, determine the value of the Accounts more frequently than
quarterly.


 


SECTION 6.  Account
Investments from the Closing of the IPO. 
If the closing of the
IPO occurs prior to the date on which the amounts credited to a Participant’s
Account are distributed pursuant to Section 10, then on and following the
closing of the IPO such amounts shall be deemed to be invested in the number of
Shares that otherwise would have been issuable to such Participant pursuant to
the Reorganization Agreement upon conversion of his Class A Interests in
Cobalt International Energy, L.P. attributable to the amounts set forth on
Schedule II of the Reorganization Agreement under the “Deferred” column that
are treated as part of his Capital Contribution pursuant to Section 3.01
of the Reorganization Agreement.


 


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SECTION 7.  Dividends.  On and
after the closing of the IPO, whenever a cash dividend or any other
distribution is paid with respect to Shares, each Account will be credited with
an additional number of notional Shares, equal to the number of Shares,
including fractional Shares (computed to the second decimal place), that could
have been purchased had such dividend or other distribution been paid to the
Account on the payment date of such dividend or distribution based on the
number of notional Shares in such Account as of such date and assuming the
amount of such dividend or value of such distribution had been used to acquire
additional Shares.  Such additional
notional Shares shall be deemed to be purchased at the average of the high and
low quoted sale price of a Share, as reported on the New York Stock Exchange
Composite Transaction Tape on the payment date for such dividend or other
distribution.  The value of any
distribution in property will be determined by the Administrator.


 


SECTION 8.  Adjustments.  In the
event that, at any time following the closing of the IPO, the Committee
determines that, as a result of any dividend or other distribution (whether in
the form of cash, Shares or other securities), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, issuance of Shares pursuant to the anti-dilution
provisions of securities of the Company, or other similar corporate transaction
or event affecting the Shares, an adjustment is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall adjust equitably the
number of notional Shares credited to each Participant’s Account.


 


Part III

Vesting and Distributions


 


SECTION 9.  Vesting.  Each
Participant shall have a 100% non-forfeitable and vested interest in his
Account at all times.


 


SECTION 10.  Distributions.


 


(a)                        Scheduled
Distribution Date.  Unless
earlier distribution is required pursuant to this Section 10, the amounts
credited to a Participant’s Account shall be distributed to such Participant in
January 2012.  Under no
circumstances shall a Participant be permitted to defer distribution of any
amounts credited to his Account beyond January 2012.


 


(b)                       Death.  In the event of a Participant’s death, the
amounts credited to such Participant’s Account shall be distributed to his
Beneficiary as soon as practicable following his death but in no event later
than 90 days thereafter.


 


(c)                        Disability
or Separation from Service.  In the event of a Participant’s Disability or
Separation from Service other than due to his death, the


 


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amounts credited to his Account shall be distributed
to him on the last day of the calendar quarter following such Disability or
Separation from Service; provided that
if the Administrator considers such Participant to be one of the Company’s “specified
employees,” as defined in Section 409A of the Code, as of the date of such
Disability or Separation from Service, such distribution shall be made on the
date that is six months after the date of such Disability or Separation from
Service, except to the extent that earlier distribution would not result in
such Participant incurring additional tax or interest under Section 409A
of the Code.


 


(d)                       Change
in Control.  Upon, or
within 60 days following, a Change in Control, the amounts credited to a
Participant’s Account shall be distributed to such Participant; provided that upon any such Change in Control that would not
constitute a change in control, as defined in the Prior Plan Document, the
amounts credited to such Participant’s Account shall not be distributed to him;
provided further that upon any change in
control, as defined in the Prior Plan Document, that would not constitute a
Change in Control, the amounts credited to such Participant’s Account shall be
distributed to him upon, or within 60 days following, such change in control.


 


(e)                        Form of
Distribution; Fractional Shares.  In the event that a Participant (or
Beneficiary) becomes entitled to a distribution pursuant to this Section 10
at any time:


 


(i)                                     prior to the
closing of the IPO, the amounts credited to such Participant’s Account shall be
distributed in cash in a lump sum; or


 


(ii)                                  on or following
the closing of the IPO, the amounts credited to such Participant’s Account
shall be distributed in Shares; provided that
any fractional Shares shall be paid in cash in an amount equal to the average
of the high and low quoted sale prices of a Share, as reported on the New York
Stock Exchange Composite Transaction Tape, on the trading day preceding the
distribution.


 


Part IV

General Provisions


 


SECTION 11.  Administration of the Plan.  The Board, or the person or persons appointed
by the Board to serve as Administrator, shall be the Administrator of the
Plan.  The Administrator, in its sole
discretion, is authorized to interpret the Plan, to prescribe, amend and
rescind the rules relating to the Plan, and to make such other
determinations and exercise such other powers and authority as may be necessary
or advisable for the administration of the Plan.  No fee or compensation shall be paid to any
person for non-ministerial services as the Administrator.  The Administrator in its sole discretion may
delegate internally or externally any of its functions, including ministerial
functions, and may pay compensation for services rendered relating to such
ministerial functions.  All
determinations of the Administrator shall be made by at least a majority of the


 


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individuals then appointed to serve as Administrator.  Any determination made by the Administrator
pursuant to the powers set forth herein shall be final, binding and conclusive
upon each Participant and Beneficiary. 
The Administrator shall decide any question that may arise regarding the
rights of Participants and Beneficiaries, and the amounts of their respective
interests.  The Administrator shall
maintain full and complete records of its decisions.  Its records shall contain all relevant data
pertaining to the Participant and his rights and duties under the Plan.  The Administrator shall have the duty to
maintain Account records for the Participants. 
The Administrator shall provide a copy of the Plan to each Participant,
and other documents relating to the Plan shall be available at the principal
office of the Company for inspection by each Participant at reasonable times
determined by the Administrator.


 


SECTION 12.  Successors; Assumption upon
IPO.  The Plan shall be binding
upon and inure to the benefit of the Company and any successor of the Company,
by merger or otherwise.  The Plan shall
also be binding upon and inure to the benefit of each Participant and his
estate.  If the closing of the IPO occurs
prior to the date on which all amounts have been distributed from all the
Participants’ Accounts, then upon the closing of the IPO the Plan shall be assumed
by Cobalt International Energy, Inc.


 


SECTION 13.  Unfunded Status of Plan.  The Plan is intended to be unfunded for tax
purposes.  The Participants have the
status of general unsecured creditors of the Company.  The Plan constitutes a mere promise by the
Company to make payments in the future.


 


SECTION 14.  Continued Employment or Service Not Presumed.  Nothing in the Plan or any document related
to the Plan or describing it shall give a Participant the right to continue in
employment or service with the Company or affect the right of the Company to
terminate the employment or service of such Participant with or without cause.


 


SECTION 15.  Amendment
and Termination of the Plan.


 


(a)                        The Board, in
its sole discretion, may amend, suspend or discontinue the Plan or a
Participant’s deferral at any time; provided that
no amendment, suspension or discontinuance shall reduce such Participant’s
accrued benefit, except to the extent necessary to comply with any provision of
federal, state or other applicable law. 
The Board further has the right, without a Participant’s consent, to
amend or modify the terms of the Plan and such Participant’s deferral to the
extent that the Administrator deems it necessary to avoid adverse or unintended
tax consequences to such Participant under Section 409A of the Code.


 


(b)                       The Board may
terminate the Plan at any time in its discretion, as long as the Company
terminates all similar deferral compensation arrangements that it sponsors and
does not adopt any similar arrangement at any time within three years after the
date on which the Plan is terminated. 
Distribution of


 


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amounts payable under the Plan at the time of its
termination will be paid in a lump sum in the form specified in Section 10(e) on
the earlier of (i) the first anniversary of the date of such termination
or (ii) the date on which such amounts otherwise would have been
distributed pursuant to Section 10.


 


SECTION 16.  Severability of Provisions. 
Should any provision of the Plan be determined to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
the remaining provisions of the Plan but shall be fully severable, and the Plan
shall be construed and enforced as if such provision had never been inserted
herein.


 


SECTION 17.  Offset Permitted. 
Notwithstanding any provision of the Plan to the contrary, the Company
may, if the Administrator in its sole and absolute discretion shall determine,
offset any amounts to be paid to a Participant (or his Beneficiary) under the
Plan against any amounts that such Participant may owe to the Company; provided that no such offset shall result in or be part of
an acceleration of distribution or substitution payment arrangement with respect
to any non-qualified deferred compensation that would be impermissible under Section 409A
of the Code.


 


SECTION 18.  Withholding.  All
amounts deferred under the Plan with respect to a Participant (or his
Beneficiary) shall be subject to withholding and to such other deductions as
shall at the time of such payment be required under any income tax or other
law, whether of the United States or any other jurisdiction, and, in the case
of payments to the executors or administrators of the estate of a deceased
Participant, the delivery to the Company of such tax waiver, letters
testamentary and other documents as the Administrator may reasonably request.


 


SECTION 19.  Governing Law.  The
Plan shall be governed by the laws of the State of Delaware, without application
of the conflicts of law principles thereof.


 


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Appendix A


 


[Table of Participants and
Amounts Deferred]


 


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