Exhibit 10.10


 


COBALT
INTERNATIONAL ENERGY, INC.


LONG TERM INCENTIVE PLAN


 


Restricted Stock Award Agreement


IPO Award — Class B Interests


 


You have been granted restricted stock (this “Award”) on the following terms and subject
to the provisions of Attachment A and the Cobalt Energy International, Inc.
Long Term Incentive Plan (the “Plan”).  Unless defined in this Award agreement
(including Attachment A, this “Agreement”),
capitalized terms will have the meanings assigned to them in the Plan.  In the event of a conflict among the
provisions of the Plan, this Agreement and any descriptive materials provided
to you, the provisions of the Plan will prevail.


 


	
  Participant

  	
  [Full name]

  
	
   

  	
   

  
	
  Number of Shares

  Underlying Award

  	
  [·] Shares (to the extent
  not vested as of any applicable date, the “Restricted
  Shares”)

  
	
   

  	
   

  
	
  Grant Date

  	
  [Date of closing of IPO]

  
	
   

  	
   

  
	
  Vesting

  	
  Subject to Section 3 of Attachment A, the Restricted Shares
  shall [vest 60% upon the three year anniversary of the Participant’s date of
  hire and the remaining 40% upon the four year anniversary of the
  Participant’s date of hire (each such date, a “Scheduled
  Vesting Date”) if the Participant does not experience a
  Termination of Service at any time prior to the applicable Scheduled Vesting
  Date (the “Service Condition”).](1)

  



 






(1) If the initial 60% has vested prior to the
grant date, the bracketed language should be replaced with the language set
forth below and certain conforming changes made in the rest of the agreement:


 


“fully
vest on the four year anniversary of the Participant’s date of hire (the “Scheduled Vesting Date”) if the Participant does not
experience a Termination of Service at any time prior to the Scheduled Vesting
Date (the “Service Condition”).”


 

















 


Attachment A


 


Restricted Stock Award Agreement


Terms and Conditions


 


Grant to:  [Full name]


 


Section 1.  Grant of
Restricted Stock Award. 
Subject to the terms and conditions of the Plan and this Agreement, the
Company hereby grants Restricted Stock to the Participant on the Grant Date on
the terms set forth on the cover page of this Agreement, as more fully
described in this Attachment A.  This
Award is granted under the Plan, which is incorporated herein by this reference
and made a part of this Agreement.


 


Section 2.  Issuance
of Shares.


 


(a)           The Restricted Shares shall be
evidenced by book-entry registration; provided, however,
that the Committee may determine that the Restricted Shares shall be evidenced
in such other manner as it deems appropriate, including the issuance of a stock
certificate or certificates.  In the
event that any stock certificate is issued in respect of the Restricted Shares,
such certificate shall (i) be registered in the name of the Participant, (ii) bear
an appropriate legend referring to the terms, conditions and restrictions
applicable to the Restricted Shares and (iii) be held in custody by the
Company.


 


(b)           Voting Rights.  The Participant shall have voting rights with
respect to the Restricted Shares.


 


(c)           Dividends.  All cash and other dividends and
distributions, if any, that are paid with respect to any Restricted Shares
shall be withheld by the Company and paid to the Participant, without interest,
only when, and if, the Restricted Shares become vested in accordance with this
Agreement.


 


(d)           Transferability.  Unless and until the Restricted Shares become
vested in accordance with this Agreement, the Restricted Shares shall not be
assigned, sold, transferred or otherwise be subject to alienation by the
Participant.


 


(e)           Section 83(b) Election.  If the Participant chooses, the Participant
may make an election under Section 83(b) of the Code with respect to
the  Restricted Shares, which would cause
the Participant currently to recognize income for U.S. federal income tax
purposes in an amount equal to the excess (if any) of the fair market value of
the Restricted Shares (determined as of the Grant Date) over the amount, if
any, that the Participant paid for the Restricted Shares, which excess will be
subject to U.S. federal income tax.  The form for making a Section 83(b) election
is attached as Attachment B.  The Participant acknowledges that (i) the
Participant is solely responsible for the decision whether or not to make a Section 83(b) election,
and the Company is not


 


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making any recommendation with respect thereto, (ii) it
is his or her sole responsibility to timely file the Section 83(b) election
within 30 days after the Grant Date, if the Participant decides to make such
election, and (iii) if the Participant does not make a valid and timely Section 83(b) election,
the Participant will be required to recognize ordinary income at the time of
vesting on any future appreciation on the Restricted Shares.


 


(f)            Withholding
Requirements.  The Company may
withhold any tax (or other governmental obligation) that becomes due with
respect to the Restricted Shares (or any dividend or distribution thereon), and
the Participant shall make arrangements satisfactory to the Company to enable
the Company to satisfy all such withholding requirements.  Notwithstanding the foregoing, the Committee
may permit, in its sole discretion, the Participant to satisfy any such
withholding requirement by transferring to the Company pursuant to such procedures
as the Committee may require, effective as of the date on which a withholding
obligation arises, a number of vested Shares owned and designated by the
Participant having an aggregate fair market value as of such date that is equal
to the minimum amount required to be withheld. 
If the Committee permits the Participant to satisfy any such withholding
requirement pursuant to the preceding sentence, the Company shall remit to the
Internal Revenue Service and appropriate state and local revenue agencies, for
the credit of the Participant, an amount of cash withholding equal to the fair
market value of the Shares transferred to the Company as provided above.


 


Section 3.  Vesting of
Restricted Shares.


 


(a)           Termination of Service.


 


(i)            Death or Disability.  In the event of the Participant’s Termination
of Service at any time due to the Participant’s death or Disability, the
Restricted Shares shall fully vest as of the date of such termination.


 


(ii)           Any Other Termination of Service. 
In the event of the Participant’s Termination of Service at any time for
any reason (other than due to the Participant’s death or Disability), the
Restricted Shares shall be forfeited in their entirety as of the date of such
termination without any payment to the Participant.  [[If the Participant is
subject to a lock up of fewer than five years:] Notwithstanding the
foregoing, if the restrictions contained in the Lock Up Agreement entered into
by the Participant with respect to Shares or Restricted Shares issued to the
Participant in connection with the initial public offering of Shares (the “IPO”) expired on or prior to the date of such termination,
the Restricted Shares shall fully vest; provided that
such vested Shares may not be Transferred (as defined below) until the
Scheduled Vesting Date applicable to such Shares and shall be subject to
forfeiture if the Participant materially breaches the non-competition agreement
entered into by the Participant as of the date hereof


 


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and
attached hereto as Attachment C.  “Transfer” means (a) offer, sell, pledge or hypothecate
any legal or beneficial interest, including the grant of an option or other
right, or otherwise transfer or enter into an agreement to do so or (b) enter
into any hedge, swap or any other agreement that transfers, in whole or in
part, any of the economic consequences of ownership (whether such transaction
is settled by delivery of cash, shares or otherwise).]


 


Notwithstanding
the foregoing, in the event of the Participant’s Termination of Service other
than by the Company for Cause, the Committee may, in its sole discretion,
accelerate the vesting or waive any term or condition (including the Service
Condition) of this Agreement, subject to such terms and conditions as the
Committee deems appropriate, with respect to all or a portion of the Restricted
Shares.


 


(b)           Change in Control.  If a Change in Control occurs at any time,
the Restricted Shares shall fully vest as of the date of such Change in
Control.


 


(c)           Committee’s Failure to
Grant Specified Awards.  The
Restricted Shares shall fully vest as of the third anniversary of the IPO if,
during the period commencing on the Grant Date and ending on the third
anniversary of the IPO, the Committee has not granted Awards under the Plan
with terms substantially similar to the terms set forth in the form of
restricted stock award agreement appended to the Reorganization Agreement as Exhibit A-3
(other than Section 4(c) of such agreement) with respect to [·] Shares in the aggregate.  For the avoidance of doubt, IPO Awards
granted under the Plan shall not constitute Awards granted for purposes of this
Section 4(c)).


 


(d)           Effect of Vesting.  Subject to the provisions of this Agreement,
upon the vesting of Restricted Shares, the restrictions under this Award with
respect to such Shares shall lapse, and subject to any applicable Lock Up
Agreement, such Shares shall be fully assignable, saleable and transferable by
the Participant, and the Company shall deliver such Shares, along with any
dividends and other distributions that were paid with respect to such Shares
but withheld pending vesting, to the Participant.  Subject to any applicable Lock Up Agreement,
such Shares shall be delivered by transfer to the Depository Trust Company for
the benefit of the Participant or by delivery of a stock certificate registered
in the Participant’s name.


 


Section 4.  Miscellaneous
Provisions.


 


(a)           Notices.
All notices, requests and other communications under this Agreement shall be in
writing and shall be delivered in person (by courier or otherwise), mailed by
certified or registered mail, return receipt requested, or sent by facsimile
transmission, as follows:


 


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if
to the Company, to:


 


Cobalt
International Energy, Inc.


Two
Post Oak Central


1980
Post Oak Blvd., Suite 1200


Attention:
[General Counsel]


Facsimile:
[number]


 


if
to the Participant, to the address that the Participant most recently provided
to the Company,


 


or
to such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto.  All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 p.m. on a business day in the place of
receipt.  Otherwise, any such notice,
request or communication shall be deemed received on the next succeeding
business day in the place of receipt.


 


(b)           Entire
Agreement.  This Agreement,
the Plan, and any other agreements referred to herein and therein and any
schedules, exhibits and other documents referred to herein or therein,
constitute the entire agreement and understanding between the parties in
respect of the subject matter hereof and supersede all prior and
contemporaneous arrangements, agreements and understandings, both oral and
written, whether in term sheets, presentations or otherwise, between the
parties with respect to the subject matter hereof.


 


(c)           Amendment;
Waiver.  No amendment or
modification of any provision of this Agreement shall be effective unless
signed in writing by or on behalf of the Company and the Participant, except
that the Company may amend or modify the Agreement without the Participant’s
consent in accordance with the provisions of the Plan or as otherwise set forth
in this Agreement.  No waiver of any
breach or condition of this Agreement shall be deemed to be a waiver of any
other or subsequent breach or condition whether of like or different
nature.  Any amendment or modification of
or to any provision of this Agreement, or any waiver of any provision of this
Agreement, shall be effective only in the specific instance and for the
specific purpose for which made or given.


 


(d)           Assignment.  Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Participant.


 


(e)           Successors
and Assigns; No Third Party Beneficiaries.  This Agreement shall inure to the benefit of
and be binding upon the Company and the Participant and their respective heirs,
successors, legal representatives and permitted assigns.  Nothing in this Agreement, expressed or
implied, is intended to confer on any Person other than the Company and the
Participant, and their


 


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respective
heirs, successors, legal representatives and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.


 


(f)            Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 


(g)           Participant
Undertaking.  The Participant
agrees to take whatever additional action and execute whatever additional
documents the Company may deem necessary or advisable to carry out or give
effect to any of the obligations or restrictions imposed on either the
Participant or the Restricted Shares pursuant to the provisions of this
Agreement.


 


(h)           Plan.  The Participant acknowledges and understands
that material definitions and provisions concerning the Restricted Shares and
the Participant’s rights and obligations with respect thereto are set forth in
the Plan.  The Participant has read
carefully, and understands, the provisions of the Plan.


 


(i)            Governing Law.  The Agreement shall be governed by the laws
of the State of Delaware, without application of the conflicts of law
principles thereof.


 


(j)            Jurisdiction.  The parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby (whether brought by any party or any of its affiliates or
against any party or any of its affiliates) shall be brought in the Delaware
Chancery Court or, if such court shall not have jurisdiction, any federal court
located in the State of Delaware or other Delaware state court, and each of the
parties hereby irrevocably consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum.  Process in any such suit, action
or proceeding may be served on each party anywhere in the world, whether within
or without the jurisdiction of any such court. 
Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 4(a) shall be deemed
effective service of process on such party.


 


(k)           WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.


 


 


	
   

  	
  COBALT
  INTERNATIONAL ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name
  of Participant]

  



 


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Attachment B


 


SECTION 83(b) ELECTION


 


This
statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.


 


	
  (1)

  	
  The
  taxpayer performing the services is:

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Address:

  
	
   

  	
  Social
  Security Number:

  
	
   

  	
   

  
	
  (2)

  	
  The
  property with respect to which the election is being made is
                      
  shares (the “Restricted Shares”) of common
  stock, par value $.01 per share, of Cobalt
  International Energy, Inc. (the “Company”)

  
	
   

  	
   

  
	
  (3)

  	
  The
  Restricted Shares were transferred on                                                     .

  
	
   

  	
   

  
	
  (4)

  	
  The
  taxable year in which the election is being made is the calendar year
                     .

  
	
   

  	
   

  
	
  (5)

  	
  The
  Restricted Shares are not transferable and are subject to a substantial risk
  of forfeiture within the meaning of Section 83(c)(1) of the
  Internal Revenue Code until and unless specified conditions are satisfied or
  a specified event occurs, in each case as set forth in the Company’s Long Term Incentive Plan and the
  Restricted Stock Award Agreement pursuant to which the Restricted Shares were
  issued.

  
	
   

  	
   

  
	
  (6)

  	
  The
  fair market value of the Restricted Shares at the time of transfer
  (determined without regard to any restriction other than a restriction which
  by its terms will never lapse) is
  $                    per share.

  
	
   

  	
   

  
	
  (7)

  	
  The
  amount paid by the taxpayer for the Restricted Shares is
  $                    per share.

  
	
   

  	
   

  
	
  (8)

  	
  A
  copy of this statement has been furnished to the Company, for whom the
  taxpayer will be performing services underlying the transfer of the
  Restricted Shares.

  
	
   

  	
   

  
	
  (9)

  	
  This
  statement is executed on                                                     .

  



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Spouse
  (if any)

  	
   

  	
  Taxpayer

  



 


This
statement must be filed with the Internal Revenue Service Center with which you
filed your last U.S. federal income tax return within 30 days after the grant
date of the Restricted Stock Award Agreement. 
This filing should be made by registered or certified mail, return
receipt requested.  You are also required
to (i) deliver a copy of this statement to the Company and (ii) attach
a copy of this statement to your federal income tax return for the taxable year
that includes the grant date (and may also be required to attach a copy of this
statement to your state income tax return for such year).  You should also retain a copy of this
statement for your records.


 


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Attachment C


 


NON-COMPETITION AGREEMENT


 


This
NON-COMPETITION AGREEMENT (this “Agreement”)
dated as of [·],
20    , is made by and between COBALT INTERNATIONAL ENERGY,
INC., a Delaware corporation (together with its subsidiaries, the “Company”), and [·] (“Employee”).


 


RECITALS


 


WHEREAS,
pursuant to a restricted stock award agreement (the “Restricted
Stock Award Agreement”), dated as of the date hereof, and the
Company’s Long Term Incentive Plan (the “LTIP”), the
Company has granted to Employee [·] Restricted
Shares (as defined in the Restricted Stock Award Agreement); and


 


WHEREAS,
the Company and Employee agree to the restrictions set forth in this Agreement
for the consideration set forth in Section 1(a) and for the Company’s
agreement to vest the Restricted Shares upon Employee’s Termination of Service
(as defined in the LTIP) pursuant to Section 3(a)(ii) of the
Restricted Stock Award Agreement (from the date of such termination through the
applicable Scheduled Vesting Date, such Restricted Shares are referred to as
the “Non-Competition Shares”).


 


Unless
defined in this Agreement, capitalized terms will have the meanings assigned to
them in the Restricted Stock Award Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and for other valuable
consideration, the Company and Employee agree as follows:


 


Section 1.  Non-Competition
and Non-Solicitation.


 


(a)        Employee and the Company agree to the restrictive covenants
contained in this Agreement:  (i) in
consideration for the confidential information provided by the Company to
Employee during the course of his or her employment with the Company; (ii) as
part of the consideration for the Restricted Shares issued to Employee in
connection with the IPO; (iii) to protect the (A) trade secrets and
confidential information of the Company disclosed or entrusted to Employee by
the Company and (B) business goodwill of the Company developed through the
efforts of Employee and/or the business opportunities disclosed or entrusted to
Employee by the Company; and (iv) as an additional incentive for the
Company to enter into the Restricted Stock Award Agreement.


 


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(b)   Subject to the exceptions set forth in the last sentence of this Section 1(b),
Employee shall not at any time during the period (the “Restricted
Period”) commencing on the date of his or her Termination of Service
and ending on the final Scheduled Vesting Date, directly or indirectly engage
in, have any equity interest in, be affiliated with, or manage or operate any
person, firm, corporation, partnership, entity or business (whether as
director, officer, employee, agent, representative, partner, member, security
holder, consultant or otherwise) that engages in any business that competes
with any Business (as defined below) of the Company in the states within the
United States (or District of Columbia, if applicable) and in the geographic
regions outside of the United States (i) in which the Company conducts
operations or (ii) with respect to which the Company devotes more than de minimis resources in the furtherance of the Business; provided, however, that Employee shall be permitted to
acquire a passive stock interest in such a business if the stock acquired is
publicly traded and is not more than two percent of the outstanding interest in
such business.  Notwithstanding the
foregoing or anything to the contrary in this Agreement, it shall not be a violation
of this Section 1 for Employee to (i) provide services to any person
or entity engaged in the Business if Employee is not involved, directly or
indirectly, in the management, supervision or operations of the Business
(including by reason of any individual reporting to Employee) and the gross
revenues generated by the Business do not constitute more than 33% of the
consolidated gross revenues of such person or entity and its affiliates and (ii) provide
services to or otherwise be affiliated with a venture capital or private equity
firm that holds investments in entities engaged in the Business if Employee is
not involved, directly or indirectly, in the identification, evaluation,
recommendation, acquisition, management, operation, supervision or disposition
of such investments, and the gross revenues generated by such Business do not
constitute more than the 33% of the consolidated gross revenues of such firm
and its affiliates.  “Business” means the exploration for, and the development and
production of, oil and natural gas and the acquisition of leases and other real
property in connection therewith, as such business may be expanded or altered
by the Company during the period of Employee’s employment with the Company; provided that any business or endeavor shall cease to be the
“Business” if the Company is not or ceases to be engaged in such business or
endeavor.


 


(c)           During the Restricted Period, Employee shall
not, directly or indirectly, recruit or otherwise solicit or induce any
employee of the Company, except on behalf of the Company, to (i) terminate
his or her employment with the Company or (ii) establish any relationship
with Employee or any of his or her affiliates for any business purpose
competitive with the Business of the Company, provided, however,
that a general solicitation of the public for employment shall not constitute a
solicitation hereunder so long as such general solicitation is not designed to
target any employee of the Company.


 


(d)           Employee
and the Company agree that the foregoing restrictions are reasonable under the
circumstances, are necessary to protect the Company’s legitimate business
interests and that any breach of such restrictions would cause


 


10

















 


irreparable injury to the Company.  Employee understands that the foregoing
restrictions may limit his or her ability to engage in certain businesses
anywhere in the United States and outside the United States during the
Restricted Period but acknowledges that he or she will receive sufficiently
high remuneration and other benefits from the Company to justify such
restrictions.  Further, Employee
acknowledges that his or her skills are such that he or she can be gainfully
employed in non-competitive employment, and that the agreement not to compete
will not prevent him or her from earning a living.  Nevertheless, in the event that any of the
foregoing restrictions shall be determined by any court of competent
jurisdiction to be unenforceable by reason of its extending for too great a
period of time or over too great a geographical area or by reason of its being
too extensive in any other respect, it will be interpreted to extend only over
the maximum period of time for which it may be enforceable, over the maximum
geographical area as to which it may be enforceable, or to the maximum extent
in all other respects as to which it may be enforceable, all as determined by
such court in such action.


 


(e)           Employee
hereby represents to the Company that he or she has read and understands, and
agrees to be bound by, the foregoing restrictions.  Employee acknowledges that the geographic
scope and duration of the foregoing restrictions are the result of arm’s-length
bargaining and are fair and reasonable in light of (i) the nature and wide
geographic scope of the Company’s operations of, and in, the Business, (ii) Employee’s
level of control over and contact with the Company’s operations of, and in, the
Business in all jurisdictions in which it is conducted, (iii) the
geographic breadth in which the Company conducts the Business and (iv) the
amount of consideration (including confidential information and trade secrets)
that Employee is receiving from the Company.


 


(f)            In
consideration of the Company’s promises herein, during the Restricted Period,
Employee promises to disclose to the Company any employment, consulting or
other service relationship that her or she enters into after the termination of
his or her employment with the Company for any reason.  Such disclosure shall be made within seven business
days after Employee enters into such employment, consulting or other service
relationship.  Employee expressly
consents to and authorizes the Company to disclose both the existence and terms
of this Agreement to any future employer or recipient of Employee’s services
and to take any steps the Company deems necessary to enforce this Agreement.


 


Section 2.  Nondisclosure
of Confidential and Proprietary Information.


 


(a)           Except
in connection with the faithful performance of Employee’s duties for the Company
or pursuant to Section 2(c) or (d), Employee shall, in perpetuity,
maintain in confidence and shall not directly, indirectly or otherwise, (i) use,
disseminate, disclose or publish, or use for his benefit or the benefit of any
person, firm, corporation or other entity, any (A) confidential or
proprietary information or trade secrets of or relating to the Company
(including, without


 


11

















 


limitation, intellectual property in the form
of patents, trademarks and copyrights and applications therefor, ideas,
inventions, works, discoveries, improvements, information, documents, formulae,
practices, processes, methods, developments, source code, modifications,
technology, techniques, data, programs, other know-how or materials, in each
case, that are confidential and/or proprietary and owned, developed or
possessed by the Company, whether in tangible or intangible form) or (B) confidential
or proprietary information with respect to the Company’s operations, processes,
products, inventions, business practices, strategies, business plans, finances,
principals, vendors, suppliers, customers, potential customers, marketing
methods, costs, prices, contractual relationships, regulatory status, prospects
and compensation paid to employees or other terms of employment or (ii) deliver
to any person, firm, corporation or other entity any document, record,
notebook, computer program or similar repository of or containing any such
confidential or proprietary information or trade secrets.  The parties hereby stipulate and agree that
as between them the foregoing matters are important, material and confidential
proprietary information and trade secrets and materially affect the successful
conduct of the businesses of the Company (and any successor or assignee of the
Company).


 


(b)           Upon
the termination of Employee’s employment with the Company for any reason,
Employee will promptly deliver to the Company all correspondence, drawings,
manuals, letters, notes, notebooks, reports, programs, plans, proposals,
financial documents and electronically stored information, in each case, that
are confidential or proprietary to the Company, or any other confidential or
proprietary documents (including electronically stored information) concerning
the Company’s customers, business plans, strategies, products or processes.


 


(c)   Employee may respond to a lawful and valid subpoena or other legal
process relating to the business of the Company or the performance of his or
her duties on behalf of the Company but shall (i) give the Company prompt
notice thereof, (ii) make available to the Company and its counsel the
documents and other information sought that are not subject to a binding
confidentiality agreement and (iii) assist such counsel at Company’s
expense in resisting or otherwise responding to such process.


 


(d)   Nothing in this Agreement shall prohibit Employee from (i) disclosing
information and documents when required by law, subpoena, court order or legal
process, (ii) disclosing information and documents to his or her immediate
family members or, for the purpose of securing legal or tax advice, attorney or
tax adviser (provided that the persons to whom such disclosures are made shall
be informed of their obligation to maintain the strict confidentiality of any
information provided to them), (iii) disclosing the post-employment
restrictions in this Agreement in confidence to any potential new employer or
person or entity to whom he or she may provide consulting services, or (iv) retaining,
at any time, his or her personal correspondence and rolodex or address


 


12

















 


book and documents related
to his or her own personal benefits, entitlements and obligations.


 


Section 3. 
Inventions.  All rights to discoveries, inventions,
improvements and innovations (including all data and records pertaining
thereto) related to the business of the Company, whether or not patentable,
copyrightable, registrable as a trademark, or reduced to writing, that Employee
may discover, invent or originate during the period of his or her employment
with the Company, either alone or with others and whether or not during working
hours or by the use of the facilities of the Company (“Inventions”),
shall be the exclusive property of the Company. 
Employee shall promptly disclose all Inventions to the Company, shall
execute at the request of the Company any assignments or other documents the
Company may deem reasonably necessary to protect or perfect its rights therein,
and shall assist the Company, upon reasonable request and at the Company’s
expense, in obtaining, defending and enforcing the Company’s rights
therein.  Employee hereby appoints the
Company as his or her attorney-in-fact to execute on his or her behalf any
assignments or other documents reasonably deemed necessary by the Company to
protect or perfect its rights to any Inventions.


 


Section 4. 
Non-Disparagement.  During Employee’s employment with the Company
and following termination of his or her employment with the Company for any
reason, (i) Employee agrees not to disparage in any material respect the
Company any of its products or practices, or any of its directors, officers,
agents, representatives, members, partners or stockholders, either orally or in
writing, and (ii) the Company agrees that it will (x) not make any
formal statements that disparage in any material respect Employee and (y) use
commercially reasonable efforts to advise its directors and officers not to
disparage in any material respect Employee.


 


Section 5. 
Remedy for Breach.  In the event of Employee’s material breach of
the restrictions contained in this Agreement, the Non-Competition Shares (other
than any such shares that prior to such material breach were transferred
pursuant to Section 6) shall be forfeited in their entirety without any
payment to Employee; it being understood
that the Company shall have no other remedy in the event of Employee’s breach
of such restrictions.  For the avoidance
of doubt, in the event of Employee’s material breach of the restrictions
contained in this Agreement, any of the Restricted Shares that would have
vested upon a Scheduled Vesting Date that occurred prior to the date of such
material breach had Employee’s employment with the Company continued through
such Scheduled Vesting Date shall not be subject to forfeiture.


 


Section 6. 
Withholding and Taxes.  The Company shall permit Employee to satisfy
any withholding obligation that becomes due with respect to the vesting of the
Non-Competition Shares (or any dividend or distribution thereon) in connection
with Employee’s Termination of Service, if applicable, by transferring to the
Company pursuant to such procedures as the Company may require, effective as of
the date on which such withholding obligation arises, a number of


 


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the Non-Competition Shares having an
aggregate fair market value as of such date that is equal to the minimum amount
required to be withheld.  The Company
shall remit to the Internal Revenue Service and appropriate state and local
revenue agencies, for the credit of Employee, an amount of cash withholding
equal to the fair market value of such number of the Non-Competition Shares so
transferred to the Company.  In addition,
to the extent that the amount of the income taxes arising from such vesting of
the Non-Competition Shares (or any dividend or distribution thereon) exceeds
the amount withheld upon such vesting, Employee shall be permitted to transfer
a number of the Non-Competition Shares having an aggregate fair market value as
of the date of such transfer equal to such excess.


 


Section 7. 
WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date and year first written above.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COBALT
  INTERNATIONAL ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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