EX-10.14



 Exhibit 10.14 

EMPLOYMENT AGREEMENT 

This Employment Agreement (“Agreement”) is made and entered into as of August 30, 2013 (the “Effective
Date”), by and between Talos Energy Operating Company LLC, a Delaware limited liability company (the “Company”), and William S. Moss III (hereafter “Executive”). 

RECITALS 
 WHEREAS,
the Company is a wholly owned subsidiary of Talos Energy LLC, a Delaware limited liability company (“Parent”); and 

WHEREAS, the Executive is a party to the Second Amended and Restated Limited Liability Company Agreement of Parent, dated June 7,
2012 (the “LLC Agreement”); and 
 WHEREAS, the Executive and Parent will enter into an Interest Award
Agreement whereby the Executive shall be issued Series B Units in Parent (the “Interest Award Agreement”); and 

WHEREAS, the Company wishes to employ Executive, and Executive wishes to be employed by the Company on the terms and conditions
contained herein. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties
hereto agree as follows: 
 1.    Employment. During the Employment Period (as defined in
Section 4 hereof), the Company shall employ Executive, and Executive shall serve, as General Counsel and Senior Vice President. Executive shall be appointed and shall serve as General Counsel and Senior Vice President of
the Parent. For the avoidance of doubt, Executive shall not be considered an employee of Parent. 
 2.    Duties
and Responsibilities of Executive. 
 (a)    During the Employment Period, Executive shall devote his full time
and attention to the business of the Company and its Affiliates (as defined below), will act in the best interests of the Company and its Affiliates and will perform with due care his duties and responsibilities. Executive’s duties will include
those normally incidental to the position(s) set forth in Section 1 above of as well as whatever additional duties may be assigned to him by any senior officers or by the Board of Directors of the Company (the
“Board”) from time to time. Executive agrees to cooperate fully with any senior officers and the Board, and not to engage in any activity that interferes with the performance of Executive’s duties hereunder. During the
Employment Period, Executive will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board;
provided, that it shall not be a violation of this Agreement for Executive to serve on corporate, civic, or charitable boards or committees described in Exhibit A (except for boards or committees of a Competing
Business (as defined in Section 10)) so long as such service does not interfere with the performance of Executive’s duties and responsibilities under this Agreement. 







 For purposes of this Agreement, “Affiliate” means, with respect to any person, any
other person directly or indirectly controlling, controlled by, or under common control with such specified person. For purposes of the definition of “Affiliate”, “control” when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. For
the sake of clarity, Parent and its Subsidiaries and their affiliated entities are Affiliates of the Company. 

(b)    Executive expressly represents and covenants to the Company that he is not subject or a party to any employment
agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities hereunder,
or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. 

(c)    Executive acknowledges and agrees that Executive owes the Company a duty of loyalty as a fiduciary of the Company,
and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Company under the common law. 

3.    Compensation. Any salary, bonus and other compensation payments hereunder shall be subject to all
applicable payroll and other taxes. 
 (a)    During the Employment Period the Company shall pay to Executive an
annualized base salary of $350,000 (the “Base Salary”) (less applicable taxes and withholdings) in consideration for Executive’s services under this Agreement, payable in accordance with the Company’s customary
payroll practices for executive salaries as in effect from time to time. 
 (b)    The Company shall establish, and
Executive shall be entitled to participate in, an annual performance bonus plan under which Executive will be eligible for an annual bonus (the “Annual Performance Bonus”) based on satisfaction of performance targets
established by the Board after consultation with Executive. Bonus determinations will be made by the Board within 60 calendar days of the end of each calendar year and any Annual Performance Bonus to which Executive is entitled for any calendar year
will be payable in accordance with the Company’s customary payroll practices for executive bonuses, but in no event later than March 15 of the year following the calendar year to which it relates. The Board may also award additional
bonuses or other compensation to Executive at any time in its sole and complete discretion. 
 4.    Term of
Employment. The initial term of this Agreement shall be for the period beginning on the Effective Date and ending at midnight (EST) on the second anniversary thereof (the “Initial Term”). On the last day of the
Initial Term and each anniversary thereafter (each such date being referred to as a “Renewal Date”), provided that this Agreement has not been earlier terminated, this Agreement shall automatically renew and extend for a
period of 

  
 2 








 
12 months (each a “Renewal Term”) unless written notice of non-renewal and termination is delivered from one party to the
other at least 30 days prior to the Renewal Date. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time during the Initial Term or the Renewal Term (if any) in accordance with
Section 6. The period from the Effective Date through the date of termination of this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment
Period.” 
 5.    Benefits. Subject to the terms and conditions of this Agreement, Executive
shall be entitled to the following benefits during the Employment Period: 
 (a)    Reimbursement of Business
Expenses. The Company agrees to reimburse Executive for reasonable documented business-related expenses incurred in the performance of Executive’s duties under this Agreement in accordance with the Company’s expense reimbursement
policies as in effect from time to time. 
 (b)    Benefit Plans and Programs. To the extent permitted by
applicable law and subject to the terms and eligibility requirements of any such plan or program, Executive will be invited to participate in all benefit plans and programs, including improvements or modifications of the same, that are maintained by
the Company generally for executive employees of the Company from time to time, subject to the eligibility requirements and other terms and conditions of those plans and programs. Such benefit plans and programs shall include, but are not limited
to, plans and programs related to medical and dental coverage. The Company will not, however, by reason of this Section 5(b), be obligated either (i) to institute, maintain, or refrain from changing, amending, or
discontinuing any such benefit plan or program, or (ii) to provide Executive with all benefits provided to any other person or individual employed by the Company or any of its Affiliates. 

(c)    Vacation. Executive shall be eligible to take up to four weeks of paid vacation per calendar year,
which such vacation shall accrue and be taken in accordance with the Company’s vacation policies as may exist from time to time. Any vacation not used in a calendar year will not roll over to the following calendar year and Executive shall not
receive pay for accrued, unused vacation upon termination. 
 6.    Termination of Employment. 

(a)    Company’s Right to Terminate. The Company shall have the right to terminate this Agreement and
Executive’s employment with the Company at any time for any of the following reasons: 
 (i)    Upon
Executive’s death; 
 (ii)    Upon Executive’s Disability (as defined below); 

(iii)    For Cause (as defined in Section 7); or 

(iv)    For any other reason whatsoever, in the sole and complete discretion of the Company, including
termination at the end of the Initial Term or any Renewal Term as a result of the Company’s notice of non-renewal as described in Section 4. 

  
 3 








 (b)    Executive’s Right to Terminate. Executive will have
the right to terminate this Agreement and Executive’s employment with the Company at any time for: 

(i)    Good Reason (as defined in Section 7); or 

(ii)    For any other reason whatsoever, in the sole and complete discretion of Executive. 

(c)    “Disability.” For purposes of this Agreement, Executive shall be considered to have a
“Disability” if he is eligible for benefits under a long-term disability plan maintained by the Company or, in the absence of such a plan, Executive shall be considered to have a “Disability” if due to a mental or physical
impairment, Executive is incapable, after reasonable accommodation, of performing the essential duties and services required of Executive hereunder for a period of 90 consecutive calendar days or a total of 120 calendar days during any 12 month
period. 
 7.    Severance Payments. 

(a)    Termination by the Company. If (i) the Company terminates this Agreement and Executive’s
employment with the Company and, if applicable, its Affiliates during the then-existing Initial Term or a Renewal Term (if any) pursuant to Section 6(a)(iv), (ii) before the 60th day following Executive’s termination of employment, Executive has signed and has not revoked a termination of employment agreement acceptable to the Company and substantially similar to
Exhibit B that contains a complete release of all claims against the Company, its Affiliates, and their designees (“Release”) and such Release has become effective and irrevocable, and
(iii) Executive continues to comply with Executive’s ongoing obligations under Sections 9 and 10 of this Agreement, the Company shall pay Executive severance in accordance with
Section 7(c). Provided, howsever, that the Company will not be required to pay Executive severance if the Company terminates this Agreement and Executive’s employment after receiving notice that Executive intends to
resign (and such resignation is not for Good Reason). For the avoidance of doubt, Section 7(c) shall not apply if Executive’s employment is terminated upon the expiration of the Initial Term or a Renewal Term after one
party has provided the other with a notice of non-renewal as set forth in Section 4 above, but instead, in such instance, Sections 7(d) and 7(e) shall
apply. 
 (b)    Termination by Executive. If (i) Executive terminates this Agreement and
Executive’s employment with the Company and, if applicable, its Affiliates during the Initial Term or a Renewal Term (if any) pursuant to Section 6(b)(i), (ii) before the 60th day following Executive’s termination of employment, Executive has signed and has not revoked a Release and such Release has become effective and irrevocable, and (iii) Executive continues
to comply with Executive’s ongoing obligations under Sections 9 and 10 of this Agreement, the Company shall pay Executive severance in accordance with Section 7(c). 

  
 4 








 (c)    Severance Amount. If the Company is required to pay
Executive severance by the express terms of Sections 7(a) or 7(b), the Company shall pay Executive the following as severance: 

(i)    Executive’s Base Salary at the rate in effect immediately prior to the Termination Date
(without any reduction thereof that constitutes Good Reason) as salary continuation for a period ending on the earliest to occur of (A) 24 months following the date on which this Agreement and Executive’s employment with the Company and
its Affiliates is terminated (the “Termination Date”), (B) in the event a Liquidation Event occurs on or within the first 12 months following the Termination Date, 12 months following such Liquidation Event, or
(C) the date on which Executive accepts an offer of employment on a substantially full-time basis or is otherwise engaged in a business venture or ventures (other than personal passive investing) on a substantially full-time basis (as
applicable, the “Severance Period”), payable in substantially equal monthly installments pursuant to the Company’s customary payroll practices for executive salaries. 

(ii)    If Executive or any of Executive’s dependents was participating in any group health plans
maintained by the Company or Parent as of the Termination Date (the “Company Group Health Plans”), the Company shall reimburse Executive every 30 days for the duration of the Severance Period an amount equal to the
employer contribution, determined as of the Termination Date, for coverage under such Company Group Health Plans for the type and level of post-termination coverage elected by Executive and his dependents under such Company Group Health Plans (as
described below), provided: (A) Executive and, if applicable, his dependents are qualified to elect and/or receive continuation coverage under the Company Group Health Plans after the Termination Date pursuant to any applicable state or federal
continuation coverage law, including COBRA; (B) Executive (and, if applicable, his dependents) makes the appropriate timely written election to continue coverage under any of the Company Group Health Plans; and (C) the applicable Company
Group Health Plan continues in effect. If an applicable Company Group Health Plan does not continue in effect for any portion of the Severance Period, the requirements of (A), (B) and (C) shall not be applicable and the
Company shall pay to Executive every 30 days for the remainder of the Severance Period, an amount equal to the employer contribution, determined immediately prior to termination of the applicable Group Health Plan for coverage under such Company
Group Health Plans for the type and level of coverage applicable to Executive and his dependents under such terminated Company Group Health Plans. The Company’s obligations under this paragraph will cease if and when group health coverage under
another employer’s plan of Executive is made available to Executive, notwithstanding that Executive or such dependent may not in fact become covered under such other employer’s plan. Executive agrees to deliver prompt notice to the Company
upon the availability of such group health coverage. In addition, Executive agrees and understands that the election of such continuation coverage and the payment of any premium due with respect to such continuation coverage will remain
Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premium relating to continuation coverage. 

  
 5 








 (iii)    Notwithstanding the foregoing and provided that the
Release has become effective and irrevocable prior to such time, payments under this Section 7(g) shall commence on the 60th day following the Termination Date and the
portion of such payments that would otherwise have been paid prior to such date shall be accumulated and paid to Executive without interest on such date. If the Release has not become effective and irrevocable on or prior to the 60th day following the Termination Date, Executive shall not be entitled to any payments under this Section 7(g). Payments under this Section 7(c)
shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. 

(d)    Nonrenewal by the Company. If (i) Executive’s employment with the Company and its
Affiliates is terminated upon the expiration of the Initial Term or a Renewal Term after the Company has provided Executive with a notice of non-renewal as set forth in Section 4
above, (ii) before the 60th day following Executive’s termination of employment, Executive has signed and has not revoked a Release and such Release has become effective and irrevocable,
and (iii) Executive continues to comply with Executive’s ongoing obligations under Sections 9 and 10 of this Agreement, the Company shall pay Executive severance in accordance with
Section 7(e). 
 (e)    Severance upon Nonrenewal by the Company. If the Company
is required to pay Executive severance by the express terms of Section 7(d), the Company shall pay Executive the following as severance: 

(i)    Executive’s Base Salary at the rate in effect immediately prior to the Termination Date as
salary continuation for one hundred eighty days following the Date of Termination (the “Nonrenewal Severance Period”), payable in substantially equal monthly installments pursuant to the Company’s customary payroll
practices for executive salaries. 
 (ii)    If Executive or any of Executive’s dependents was
participating in any Company Group Health Plans as of the Termination Date, the Company shall reimburse Executive every 30 days for the duration of the Nonrenewal Severance Period an amount equal to the employer contribution, determined as of
the Termination Date, for coverage under such Company Group Health Plans for the type and level of post-termination coverage elected by Executive and his dependents under such Company Group Health Plans (as described below), provided:
(A) Executive and, if applicable, his dependents are qualified to elect and/or receive continuation coverage under the Company Group Health Plans after the Termination Date pursuant to any applicable state or federal continuation coverage law,
including COBRA; (B) Executive (and, if applicable, his dependents or estate) makes the appropriate timely written election to continue coverage under any of the Company Group Health Plans; and (C) the applicable Company Group Health Plan
continues in effect. If an applicable Company Group Health Plan does not continue in effect for any portion of the Nonrenewal Severance Period, the requirements of (A), (B) and (C) shall not be applicable and the Company
shall pay to Executive every 30 days for the remainder of the Nonrenewal Severance Period, an amount equal to the employer contribution, determined immediately prior to termination of the applicable 


  
 6 








 
Group Health Plan for coverage under such Company Group Health Plans for the type and level of coverage applicable to Executive and his dependents under such terminated Company Group Health
Plans. The Company’s obligations under this paragraph will cease if and when group health coverage under another employer’s plan of Executive is made available to Executive, notwithstanding that Executive or such dependent may not in fact
become covered under such other employer’s plan. Executive agrees to deliver prompt notice to the Company upon the availability of such group health coverage. In addition, Executive agrees and understands that the election of such continuation
coverage and the payment of any premium due with respect to such continuation coverage will remain Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premium relating to continuation coverage.

 (iii)    Notwithstanding the foregoing and provided that the Release has become effective and
irrevocable prior to such time, payments under this Section 7(e) shall commence on the 60th day following the date of termination and the portion of such payments that
would otherwise have been paid prior to such date shall be accumulated and paid to Executive without interest on such date. If the Release has not become effective and irrevocable on or prior to the
60th day following the date of termination, Executive shall not be entitled to any payments under this Section 7(e). Payments under this
Section 7(e) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally 

(f)    Termination in Event of Executive’s Death or Disability. If (i) the Company terminates this
Agreement and Executive’s employment with the Company and its Affiliates during the then-existing Initial Term or the Renewal Term (if any) pursuant to Sections 6(a)(i) or 6(a)(ii),
(ii) before the 60th day following Executive’s termination of employment, Executive or Executive’s estate (as applicable) has signed and has not revoked a Release, and such Release
has become effective and irrevocable, and (iii) in the case of Disability, Executive continues to comply with Executive’s ongoing obligations under Sections 9 and 10 of this Agreement, the Company shall pay
Executive (or Executive’s estate as applicable) the severance described in accordance with Section 7(g). 

(g)    Death or Disability Severance. If the Company is required to pay Executive severance by the express
terms of Section 7(f), the Company shall pay Executive the following as severance: 

(i)    Executive’s Base Salary at the rate in effect immediately prior to the Termination Date as
salary continuation for the duration of the Severance Period, payable in substantially equal monthly installments pursuant to the Company’s customary payroll practices for executive salaries. 

(ii)    If Executive or any of Executive’s dependents was participating in any Company Group Health
Plans as of the Termination Date, the Company shall reimburse Executive (or, if applicable, his estate) every 30 days for the duration of the Severance Period an amount equal to the employer contribution, determined as of the Termination Date,
for coverage under such Company Group Health Plans for the type 

  
 7 








 
and level of post-termination coverage elected by Executive and his dependents under such Company Group Health Plans (as described below), provided: (A) Executive and, if applicable, his
dependents are qualified to elect and/or receive continuation coverage under the Company Group Health Plans after the Termination Date pursuant to any applicable state or federal continuation coverage law, including COBRA; (B) Executive (and,
if applicable, his dependents or estate) makes the appropriate timely written election to continue coverage under any of the Company Group Health Plans; and (C) the applicable Company Group Health Plan continues in effect. If an applicable
Company Group Health Plan does not continue in effect for any portion of the Severance Period, the requirements of (A), (B) and (C) shall not be applicable and the Company shall pay to Executive (or the estate) every 30
days for the remainder of the Severance Period, an amount equal to the employer contribution, determined immediately prior to termination of the applicable Group Health Plan for coverage under such Company Group Health Plans for the type and level
of coverage applicable to Executive and his dependents under such terminated Company Group Health Plans. The Company’s obligations under this paragraph will cease if and when group health coverage under another employer’s plan of Executive
is made available to Executive, notwithstanding that Executive or such dependent may not in fact become covered under such other employer’s plan. Executive agrees to deliver prompt notice to the Company upon the availability of such group
health coverage. In addition, Executive agrees and understands that the election of such continuation coverage and the payment of any premium due with respect to such continuation coverage will remain Executive’s sole responsibility, and the
Company will assume no obligation for payment of any such premium relating to continuation coverage. 

(iii)    Notwithstanding the foregoing and provided that the Release has become effective and irrevocable
prior to such time, payments under this Section 7(c) shall commence on the 60th day following the date of termination and the portion of such payments that would
otherwise have been paid prior to such date shall be accumulated and paid to Executive without interest on such date. If the Release has not become effective and irrevocable on or prior to the
60th day following the date of termination, Executive shall not be entitled to any payments under this Section 7(g). Payments under this
Section 7(g) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. 

(h)    Cause. “Cause” means the occurrence or existence of any of the following
events: 
 (i)    Executive’s having engaged in material mismanagement in providing services to the
Company or its Affiliates, provided that the Company specifically terminates Executive’s employment for Cause hereunder within 120 days from the date the Company has notice of such mismanagement; 

(ii)    Executive’s having engaged in conduct that he knew, based on facts known to him, could
reasonably be expected to be materially injurious to the Company or its Affiliates, provided that the Company specifically terminates Executive’s employment for Cause hereunder within 120 days from the date the Company has notice of such
conduct; 

  
 8 








 (iii)    Executive’s material breach of this Agreement
or the LLC Agreement, provided that the Company specifically terminates Executive’s employment for Cause hereunder within 120 days from the date the Company has notice of such breach; 

(iv)    Executive’s having been convicted of, or having entered a plea bargain or settlement admitting
guilt for, any felony or any crime involving moral turpitude or where, as a result of such crime, the continued employment of Executive would have, or could reasonably be expected to have, a material adverse impact on the Company’s or any of
its Affiliates’ reputations, provided that the Company specifically terminates Executive’s employment for Cause hereunder within 120 days from the date the Company has notice of such conviction or crime; or 

(v)    Executive’s having been the subject of any order, judicial or administrative, obtained or
issued by the Securities and Exchange Commission, for any securities violation involving fraud including, for example, any such order consented to by Executive in which findings of facts or any legal conclusions establishing liability are neither
admitted nor denied, provided that the Company specifically terminates Executive’s employment for Cause hereunder within 120 days from the date the Company has notice of such order. 

In any case involving the occurrence or existence of the events set forth in clauses (i) or (iii) of this definition, if
the Company desires to terminate Executive’s employment for Cause in accordance herewith, it shall first give written notice of the facts and circumstances providing the basis for Cause to Executive, and allow Executive 30 days from the date of
such notice to (i) remedy, cure or rectify, if possible, the situation giving rise to the Company’s allegations of Cause or (i) explain and provide evidence, to the reasonable satisfaction of the Board, why Executive’s conduct
does not give rise to Cause. 
 (i)    Good Reason. “Good Reason” means the
occurrence of any of the following events without Executive’s consent: 
 (i)    Any material
reduction in Executive’s initial Base Salary under this Agreement; 
 (ii)    Any material breach by
the Company or Parent of this Agreement or the Interest Agreement, which material breach the parties agree will have a significant adverse effect on the employment of Executive; 

(iii)    Any material reduction in Executive’s title, duties, or responsibilities that constitutes a
de facto demotion, whether by Company or Parent; or 
 (iv)    Any relocation of Executive’s
principal place of employment to a location that is more than fifty (50) miles from the then current location. 

  
 9 








 Executive’s Termination Date shall not be considered to be on account of Good Reason unless (I) within
60 days after the date on which Executive knows, or should reasonably be expected to know, that one of the events set forth in paragraphs (i)-(iv) has occurred, Executive provides written notice to the Board of the applicable facts and
circumstances, (II) the Company does not remedy, cure or rectify the event within 30 days from the date on which written notice is received from Executive, and (III) Executive terminates his employment within 30 days after the expiration
of the 30-day cure period. 
 (j)    Later Determinations.
Notwithstanding any other provision of this Agreement, if Executive’s employment with the Company is terminated such that Executive is entitled to severance from the Company and Cause existed on or prior to such termination, the Board may
determine after such termination that Executive shall not be entitled to any severance from the Company, and any and all severance payments from the Company to Executive in any form or amount shall cease and any such payments or reimbursements
already made to Executive must be returned to the Company; provided, however, that the provisions of this Section 7(j) shall not apply to the extent that (i) the Company had knowledge of such Cause and did not
terminate the employment of the Executive within 120 days of receiving notice thereof or (ii) in the event the Company did not have knowledge of such Cause prior to the termination of the employment of the Executive or the Company had knowledge
of such Cause and the employment of the Executive terminated other than for Cause prior to 120 days after the Company had knowledge thereof, the Company does not act to implement the provisions of this Section 7(j) within
120 days of obtaining such knowledge of such Cause. For purposes hereof, “knowledge” shall mean the actual knowledge of the executives and members of senior management of Parent and its Subsidiaries. 

8.    Conflicts of Interest. Executive agrees that he shall promptly disclose to the Board any conflict of
interest involving Executive upon Executive becoming aware of such conflict. 
 9.    Confidentiality. The
Company shall provide Executive new and valuable Confidential Information of the Company and it may also provide Employee confidential information of third parties who have supplied such information to the Company. For purposes of this
Section 9, the term “Company” shall include the Company and its Affiliates. In consideration of such Confidential Information and other valuable consideration provided hereunder, Executive agrees to
comply with this Section 9. 
 (a)    “Confidential Information”
means, without limitation and regardless of whether such information or materials are expressly identified as confidential or proprietary, (i) any and all non-public, confidential or proprietary
information or work product of the Company or its Affiliates, (ii) any information that gives the Company or its Affiliates a competitive business advantage or the opportunity of obtaining such advantage, (iii) any information the
disclosure or improper use of which could be detrimental to the interests of the Company or its Affiliates, (iv) any trade secrets of the Company or its Affiliates, and (v) any other information regarding the Company or any of its
Affiliates, including but not limited to information regarding any of their businesses, operations, assets (including any Oil and Gas Interests as defined below), liabilities, properties, systems, methods, models, processes, results, performance,
investments, investors, financial affairs, future plans, business prospects, 

  
 10 








 
acquisition or investment opportunities, strategies, business partners, business relationships, contracts, contractual relationships, organizational or personnel matters, policies or procedures,
management or compensation matters, compliance or regulatory matters, as well as any technical, seismic, industry, market or other data, studies or research, or any forecasts, projections, valuations, derivations or other analyses, performed,
generated, collected, gathered, synthesized, purchased or owned by, or otherwise in the possession of, the Company or its Affiliates. Confidential Information also includes any non-public, confidential or
proprietary information about, or belonging to, any third party that has been entrusted to the Company or its Affiliates. Notwithstanding the foregoing, Confidential Information does not include any information which is or becomes generally known by
the public other than as a result of Executive’s actions or inactions. 
 (b)    Protection.
Executive promises (i) to keep the Confidential Information, and all documentation, materials and information relating thereto, strictly confidential, (ii) not to use the Confidential Information for any purpose other than as required in
connection with fulfilling his duties as Executive for the benefit of the Company, and (iii) to return to the Company all Confidential Information in Executive’s possession upon completion of any work for the Company requiring Executive to
have such Confidential Information or upon separation from the Company for any reason. For the avoidance of doubt, Executive specifically acknowledges and agrees that any use by Executive of such Confidential Information other than as required in
connection with fulfilling his duties as Executive for the benefit of the Company will be a material breach of this Agreement. 

(c)    Scope. Executive understands and agrees that all Confidential Information, in whatever medium
(verbal, written, electronic or other), is subject to this Agreement whether provided directly to Executive or not, whether provided to Executive prior to the Effective Date of this Agreement or not, and whether inadvertently disclosed to Executive
or not. Confidential Information that was or is available to Executive or to which Executive had or has access will be deemed to have been provided to Executive. Executive also hereby agrees that Confidential Information shall be deemed to include
information regarding the assets of the Company, even if such information was learned by Executive prior to formation of the Company. 

(d)    Value and Security. Executive understands and agrees that all Confidential Information, and every
portion thereof, constitutes the valuable intellectual property of the Company, its Affiliates, and/or third parties, and Executive further acknowledges the importance of maintaining the security and confidentiality of the Confidential Information
and of not misusing the Confidential Information. 
 (e)    Disclosure Required By Law. If Executive is
legally required to disclose any Confidential Information, Executive shall promptly notify the Company in writing of such request or requirement so that the Company may seek an appropriate protective order or other relief. Executive agrees to
cooperate with and not to oppose any effort by the Company to resist or narrow such request or to seek a protective order or other appropriate remedy. In any case, Executive will (A) disclose only that portion of the Confidential Information
that, according to the advice of his or her counsel, is required to be disclosed, (B) use his best efforts to obtain assurances that such Confidential Information will be treated confidentially, and (C) promptly notify the Company in
writing of the items of Confidential Information so disclosed. 

  
 11 








 (f)    Third-Party Confidentiality Agreements. To the extent
that the Company possesses any confidential information that is subject to any confidentiality agreements with, or obligations to, third parties, Executive will comply with all such agreements or obligations in full. 

(g)    Survival. The covenants made by Executive in this Section 9 will survive
termination of this Agreement indefinitely. 
 10.    Agreement Not to Compete. 

(a)    Covenants. In consideration of the Company’s providing Confidential Information as described in
Section 9 as well as Executive’s employment hereunder in which Executive will be associated with the goodwill of the Company, and to protect the trade secrets and Confidential Information of Company disclosed or
entrusted to Executive by Company or created or developed by Employee for Company and the goodwill developed by Executive on behalf of Company, and as an express incentive for Company to enter into this Agreement, Executive agrees that, except in
the ordinary course and scope of his employment hereunder, Executive shall not, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner, member, joint venturer, owner or in
any other individual or representative capacity whatsoever, whether paid or unpaid, either for his own benefit or for the benefit of any other person or entity: 

(i)    during the Coverage Period, engage or carry on in Competitive Duties within the Restricted Area;

 (ii)    during the Coverage Period, form or otherwise provide services to a Competing Business within
the Restricted Area or directly or indirectly acquire any 5% or greater equity ownership, voting interest or profit participation interest in, any Competing Business within the Restricted Area; 

(iii)    during the Coverage Period with respect to any customer, supplier, licensee, licensor or other
business relation (including any third party seller, owner or lessor of Oil and Gas Interests or property related thereto) of the Company or its Affiliates with which or whom Executive had direct or indirect involvement while employed by the Company
or about which Executive had Confidential Information, or access to Confidential Information, while employed by the Company, directly or indirectly (A) divert, take away, or attempt to divert or take away such customer, supplier or other
business relation, (B) cause or induce any such customer, supplier or business relation to modify or terminate its relationship with the Company or its Affiliates, (C) offer or provide Competitive Products or Services to such customer,
supplier or business relation, or (D) otherwise interfere with or compete for the business relationship between the Company or its Affiliates and such customer, supplier or business relation; 

(iv)    during the Coverage Period with respect to any Restricted Prospects, directly or indirectly
(A) acquire, attempt to acquire, or assist a third person in acquiring, 

  
 12 








 
any interest in or rights to such Restricted Prospects, (B) acquire, attempt to acquire or assist a third party in acquiring any equity or other interest or right in any company, business,
joint venture or other enterprise owning or controlling or seeking to own or control any interest in or rights to such Restricted Prospects, or (C) otherwise divert, take away, interfere with or compete for any acquisition by the Company or its
controlled Affiliates of such Restricted Prospects or any other transaction or arrangement contemplated by the Company or its Affiliates relating to such Restricted Prospects (or attempt to do any of the foregoing); or 

(v)    during the Employment Period and the twelve (12) month period following the Termination Date,
directly or indirectly, recruit or otherwise solicit or induce any employee, officer, consultant, contractor, or subscriber of the Company or its controlled Affiliates (vi) to terminate its employment or arrangement with the Company, or
(vii) to otherwise change its relationship with the Company or its Affiliates. 
 (viii)    at any
time use the names of the Company or its Affiliates in connection with any business that is or would be in competition in any manner whatsoever with the Company or any of its Affiliates. 

(b)    Disclosure and Authorization. In consideration of the Company’s promises herein, for a period of
24 months immediately following the termination of Executive’s employment for any reason, Executive promises to disclose to the Company any employment, consulting, or other service relationship Executive enters into after the termination of
Executive’s employment with the Company for any reason. Such disclosure shall be made within 7 days of Executive entering into such employment, consulting or other service relationship. Executive expressly consents to and authorizes the Company
to disclose both the existence and terms of this Agreement to any future employer or user of Executive’s services and to take any steps the Company deems necessary to enforce this Agreement. 

(c)    Requests for Modification. Executive represents that Executive is willing and able to engage in other
employment not prohibited by this Agreement. In the event Executive subsequently decides that Executive would like to pursue an opportunity prohibited by the terms of this Agreement, Executive agrees to make written request to Company for a
modification of the restrictions contained in this Agreement prior to pursuing the opportunity, such request to include the name and address of the organization or entity involved (if any) and the title, nature, and duties of the activity Executive
wishes to pursue. Executive agrees and understands that the Company is under no obligation whatsoever to grant any such modification and will decide any such request in its sole and absolute discretion. 

(d)    Value and Reasonableness. Executive understands and acknowledges that the Company has made
substantial investments to develop its business interests, goodwill, and Confidential Information. Executive agrees that such investments are worthy of protection, and that the Company’s need for the protection afforded by this
Section 10 is greater than any hardship Executive might experience by complying with its terms and that the restrictions contained herein are necessary to protect the Company’s legitimate business interests. Executive
agrees that the limitations as to time, geographic area, and scope of activity to be restrained contained in this Agreement are reasonable and are not greater than necessary to protect the Confidential Information and/or the goodwill or other
business interests of the Company. 

  
 13 








 (e)    Reformation Requested. The Company and Executive believe
the limitations as to time, geographic area, and scope of activity contained in this Section 10 are reasonable and do not impose a greater restraint than necessary to protect Confidential Information, goodwill, and other
legitimate business interests of the Company. However, in the event an arbitrator or court of competent jurisdiction determines that the limitations agreed upon are not appropriate, the parties agree to, and hereby do, request that the court reform
the limitations to the satisfaction of the court. It is the express intent of the Company and Executive that the terms of this Competition Agreement be enforced to the full extent permitted by law and not to any greater extent. 

(f)    Right to Injunction. Executive acknowledges that Executive’s violation of
Sections 9 and/or 10 of this Agreement will cause irreparable harm to the Company for which damages cannot adequately be measured, and Executive agrees that the Company shall be entitled as a matter of right to
specific performance of Executive’s obligations under Sections 9 and 10 and an injunction, from any court of competent jurisdiction, restraining any violation or further violation of such agreements by Executive
or others acting on his/her behalf, without any showing of irreparable harm and without any showing that the Company does not have an adequate remedy at law. The Company’s right to injunctive relief shall be cumulative and in addition to any
other remedies provided by law or equity. 
 (g)    “Competing Business” means any individual,
sole proprietorship, business, firm, company, partnership, joint venture, organization, or other person, entity or arrangement that competes, or has plans to compete, or that owns or controls a significant interest in any entity that competes, or
has plans to compete, with the Company, or those Affiliates of the Company for which Executive has material responsibilities, with respect to the business in which the Company or such Affiliate(s) engage. For the avoidance of doubt, Competing
Businesses include those individuals and entities that engage in the business of acquiring, exploiting and developing oil and gas assets in the Gulf of Mexico and Gulf Coast. 

(h)    “Competitive Duties” means duties: (i) for a Competing Business that are similar to or
substantially related to the duties that Executive had during the last twelve (12) months of Executive’s employment with the Company; (ii) that are performed in the capacity of a director, officer, partner, or executive of a Competing
Business; (iii) that involve the formation, management, operation, or control of a Competing Business or any recognized subdivision or department thereof; or (iv) for a Competing Business that involve the performance of, or the management
or supervision of personnel engaged in, any activity which is similar to or substantially related to any activity with which Executive had direct or indirect involvement while employed by the Company or about which Executive had Confidential
Information, or access to Confidential Information, while employed by the Company. 
 (i)    “Competitive
Products or Services” means any products or services that are similar to or competitive with the products or services being offered, marketed, or actively developed by the Company or its Affiliates as of the date of the termination of
Executive’s employment for any reason. 

  
 14 








 (j)    “Coverage Period” means the period of time
beginning on the Effective Date of this Agreement and ending 24 months following Executive’s Termination Date; provided, however, that in the event a Liquidation Event occurs, such period shall end upon the earlier of (i) 24
months following Executive’s Termination Date, or (ii) 12 months following such Liquidation Event; provided, further, that in the event this Agreement terminates upon the expiration of the Initial Term or a Renewal Term after
the Company has provided Executive with a notice of non-renewal as set forth in Section 4, such period shall end one hundred eighty days following Executive’s Termination Date.

 (k)    “Hydrocarbons” means oil, condensate gas, casinghead gas and other liquid or gaseous
hydrocarbons. 
 (l)    “Liquidation Event” has the meaning set forth in the LLC Agreement. 

(m)    “Oil and Gas Interests” means: (a) direct and indirect interests in and rights with
respect to oil, gas, mineral and related properties (including revenues or net revenues therefrom) and assets of any kind and nature, direct or indirect, including without limitation working, royalty and overriding royalty interests, mineral
interests, leasehold interests, production payments, operating rights, net profits interests, other non-working interests and non- operating interests;
(b) interests in and rights with respect to Hydrocarbons and other minerals or revenues therefrom and contracts or agreements in connection therewith and claims and rights thereto (including oil and gas leases, operating agreements, unitization
and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements and, in each case, interests thereunder), surface interests, fee interests,
reversionary interests, reservations and concessions; (c) easements, rights of way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; and (d) interests
in equipment and machinery (including well equipment and machinery), oil and gas production, gathering, transmission, compression, treating, processing and storage facilities (including tanks, tank batteries, pipelines and gathering systems), pumps,
water plants, electric plants, gasoline and gas processing plants, refineries and other tangible personal property and fixtures associated with, appurtenant to, or necessary for the operation of any of the foregoing, regardless of location. 

(n)    “Restricted Area” means (i) those geographic areas within the parishes listed on
Annex 1 hereto and within a 50 mile radius of those areas where the Company or any of its Affiliates for which Executive has material responsibilities: (A) conducts any material portion of its business as of the Termination Date; or
(B) is contemplating conducting a meaningful amount of business as of the date Executive’s employment is terminated for any reason as evidenced by definite and demonstrable actions by the Company or its Affiliates with respect to the area
and (ii) those other geographic areas outside the State of Louisiana and within a 50-mile radius of the areas where the Company or any of its Affiliates for which Executive has material responsibilities:
(A) conducts any material portion of its business as of the Termination Date; or (B) is contemplating conducting a meaningful amount of business as of the date Executive’s employment is terminated for any reason as evidenced by
definite and demonstrable actions by the Company or its Affiliates with respect to the area. 

  
 15 








 (o)    “Restricted Prospects” includes the following:
(i) any Oil and Gas Interests within the Restricted Area; or (ii) any Oil and Gas Interests or other properties, sites, locations, assets, acquisitions, investments or other business prospects upon which the Company or its controlled
Affiliates have expended resources at any time during Executive’s employment or are contemplating expending resources in the future as at the date of the termination of Executive’s employment, and with which Executive had direct or
indirect involvement while employed by the Company or about which Executive had Confidential Information, or access to Confidential Information, while employed by the Company. 

(p)    This Section 10 shall survive any termination of this Agreement for the periods stated
herein. 
 11.    Defense of Claims. Executive agrees that, during the Employment Period and for a
reasonable period after the Termination Date, upon request from the Company, Executive will cooperate with the Company and its Affiliates in the defense of any claims or actions that may be made by or against the Company or any of its Affiliates
that relate to Executive’s prior areas of responsibility, except if Executive’s reasonable interests are adverse to the Company or Affiliates in such claim or action. The Company agrees to pay or reimburse Executive for all of
Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with Executive’s obligations under this Section 11, provided Executive provides reasonable documentation of
same. 
 12.    Withholdings: Right of Offset. The Company may withhold and deduct from any payments made
or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) to the extent permissible under Section 409A (as hereinafter
defined), (i) any deductions consented to in writing by Executive and (ii) any other sums owed by Executive to the Company, any Affiliate, or any employee benefit plan or program of the Company or any Affiliate. 

13.    Severability. It is the desire of the parties hereto that this Agreement be enforced to the maximum
extent permitted by law, and should any provision contained herein be held unenforceable by a court of competent jurisdiction or arbitrator (pursuant to Section 15), the parties hereby agree and consent that such provision
shall be reformed to create a valid and enforceable provision to the maximum extent permitted by law; provided, however, if such provision cannot be reformed, it shall be deemed ineffective and deleted herefrom without affecting any
other provision of this Agreement. 
 14.    Title and Headings; Construction. Titles and headings to
Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits referred to in this Agreement are, by such reference, incorporated herein and made a part hereof
for all purposes. The words “herein”, “hereof’, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof. 

  
 16 








 15.    Arbitration; Injunctive Relief;
Attorneys’ Fees. 
 (a)    Subject to Section 15(b),
any dispute, controversy or claim between Executive and the Company arising out of or relating to this Agreement, Executive’s employment with Company, or the termination of either will be finally settled by arbitration in Houston, Texas before,
and in accordance with the then-existing rules for the resolution of employment disputes then obtaining of, the American Arbitration Association. The arbitrator’s award shall be reasoned, final and binding on both parties and may be enforced in
a court of competent jurisdiction. 
 (b)    Notwithstanding Section 15(a), an application for
emergency, temporary or preliminary injunctive relief by either party (including, without limitation, pursuant to Section 10(g)) shall not be subject to arbitration under this Section 15; provided,
however, that the remainder of any such dispute (beyond the application for emergency, temporary or preliminary injunctive relief) shall be subject to arbitration under this Section 15. 

(c)    Each side shall share equally the cost of the arbitrator and bear its own costs and attorneys’ fees incurred
in connection with any arbitration, unless a statutory claim authorizing the award of attorneys’ fees is at issue, in which event the arbitrator may award a reasonable attorneys’ fee in accordance with the jurisprudence of that statute.

 (d)    Nothing in this Section 15 shall prohibit a party to this Agreement from
(i) instituting litigation to enforce any arbitration award or (ii) joining another party to this Agreement in a litigation initiated by a person which is not a party to this Agreement. IN ENTERING THIS AGREEMENT, THE PARTIES EXPRESSLY
ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY AND VOLUNTARILY WAIVING THEIR RIGHTS TO A JURY TRIAL. 

16.    Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. THE EXCLUSIVE VENUE FOR THE RESOLUTION OF ANY DISPUTE RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT (THAT IS NOT SUBJECT TO ARBITRATION UNDER SECTION 15 FOR ANY
REASON) SHALL BE IN THE STATE AND FEDERAL COURTS LOCATED IN HARRIS, COUNTY TEXAS AND THE PARTIES HEREBY EXPRESSLY CONSENT TO THE JURISDICTION OF THOSE COURTS. 

17.    Entire Agreement and Amendment. This Agreement contains the entire agreement of the parties with
respect to Executive’s employment and the other matters covered herein (except to the extent that other agreements are specifically referenced herein); moreover, this Agreement supersedes all prior and contemporaneous agreements and
understandings, oral or written, between the parties hereto concerning the subject matter hereof. This Agreement may be amended, waived or terminated only by a written instrument executed by both parties hereto. 

18.    Survival of Certain Provisions. Wherever appropriate to the intention of the parties hereto, the
respective rights and obligations of said parties, including, but not limited to, the rights and obligations set forth in Sections 6 through 16 hereof, shall survive any termination or expiration of this Agreement
for any reason. 

  
 17 








 19.    Waiver of Breach. No waiver by either party hereto of a
breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other
party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive such party of the right to take action at any time while
such breach continues. 
 20.    Assignment. Neither this Agreement nor any rights or obligations
hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to an Affiliate or any
successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of the Company, if such Affiliate or successor agrees to assume the obligations of the Company hereunder. 

21.    Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been
duly received (a) when delivered in person or sent by facsimile transmission, (b) on the first business day after such notice is sent by air express overnight courier service, or (c) on the third business day following deposit in the
United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed, to the following address, as applicable: 

If to Company, addressed to: 

Talos Energy Operating Company LLC 

500 Dallas, Suite 2000 
 Houston,
TX 77002 
 Fax: (281) 351-4100 

Attn: Timothy S. Duncan 
 If
to Executive, addressed to: 
 William S. Moss III 

1 Our Lane Place 
 Houston, TX
77024 
 Attn: William S. Moss III 

The address set forth below Executive’s name on the execution page hereof; or to such other address as either party may have furnished to
the other party in writing in accordance with this Section 21. 

22.    Section 409A. 

(a)    General. The intent of the Parties is that the payments and benefits under this Agreement comply with
or be exempt from Section 409A of the Internal Revenue Code of 

  
 18 








 
1986, as amended, (the “Code”) and the regulations and guidance promulgated thereunder (collectively,
“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. The Company and Executive shall take commercially
reasonable efforts to reform or amend any provision hereof to the extent that either of them reasonably determine that such provision would or could reasonably be expected to cause Executive to incur any additional tax or interest under
Section 409A to try to comply with or be exempt from Section 409A through good faith modifications, in any case, to the minimum extent reasonably appropriate to conform with Section 409A, provided that any such modifications shall not
increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably
possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A. 

(b)    Separation from Service. Notwithstanding anything in this Agreement to the contrary, any compensation
or benefits payable under this Agreement that is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the
meaning of Section 409A (a “Separation from Service”). 
 (c)    Specified
Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to
the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not
be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s
death. Upon the first business day following the expiration of the delay period described in the preceding sentence, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or
beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. 

(d)    Expense Reimbursements. To the extent that any reimbursements under this Agreement are subject to
Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s
reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in
Section 105(b) of the Code, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. 

(e)    Installments. Executive’s right to receive any installment payments under this Agreement,
including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be
considered a separate and 

  
 19 








 
distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or
deferral would not result in additional tax or interest pursuant to Section 409A. 
 23.    Executive
Acknowledgement. Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained
in writing herein, and has entered into this Agreement freely based on Executive’s own judgment. 

24.    Counterparts. This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together
signed by both parties hereto. 
 SIGNATURE PAGE FOLLOWS 

  
 20 








 IN WITNESS WHEREOF, Executive has hereunto set his hand, and the Company has caused this
Agreement to be executed in its name and on its behalf, to be effective as of the Effective Date first above written. 
  

			
	EXECUTIVE:
		
	By:	 	 /s/ William S. Moss
III                            

	Name:	 	William S. Moss III
	
	COMPANY:
	
	TALOS ENERGY OPERATING COMPANY LLC
		
	By:	 	Talos Energy Operating GP LLC,
		 	its managing member
		
	By:	 	Talos Energy LLC, its sole member
		
	By:	 	 /s/ Timothy S.
Duncan                            

	Name:	 	Timothy S. Duncan
	Title:	 	President and Chief Executive Officer



  
 Signature Page of

 William S. Moss III Employment Agreement 








 ANNEX 1 

The following parishes within the State of Louisiana: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville Bossier, Caddo, Calcasieu,
Caldwell, Cameron, Catahoula, Claiborne, Concordia, De Soto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson David, La Salle, Lafayette, Lafourche, Lincoln, Livingston,
Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland Sabine, St. Bernard St. Charles, St. Helena, St. James, St. John the Baptist St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa,
Tensas, Terrebonne, Union, Vermillion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, Winn. 

  
 ANNEX 1

 PAGE 1 








 EXHIBIT A 

Executive is engaged in the following activities: 
 Board of
Directors for Child Advocates of Texas 
 Advisory Board – University of Texas Energy Center 

  
 EXHIBIT
A 
 PAGE 1 








 EXHIBIT B 

TERMINATION OF EMPLOYMENT AGREEMENT 

This termination of employment agreement (the “Agreement”) is between Talos Energy Operating Company LLC, a Delaware
limited liability company (the “Company”), and William S. Moss III (“Executive”) or, in the case of termination because of Executive’s death, Executive’s estate, pursuant to that employment
agreement between Executive and Company dated June , 2013 (the “Employment Agreement”). 
 WHEREAS, Executive’s
employment with Company has been terminated, or will be terminated, in exchange for certain severance benefits and other valuable consideration provided herein; 

NOW, THEREFORE, the parties agree to terminate their employment relationship on the following terms and conditions. 

1.    Termination of Employment. Company and Executive agree that Executive’s employment with Company
has been terminated, or shall be terminated, as of                      (the “Termination Date”), pursuant to
Section 6 of the Employment Agreement. 
 2.    Complete Release and Other Consideration
from Executive. In exchange for Company’s obligations under this Agreement, Executive agrees as follows: 

3.    Release of Claims.    Executive, on his own behalf and on behalf of any of
Executive’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases Company, its direct and indirect subsidiaries and affiliates, and each of their respective current and former officers, directors, equity
holders, members, managers, employees, agents, representatives, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor
corporations and assigns (collectively, the “Releasees”) from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date that
Executive executes this Agreement (which shall be on or after the Termination Date (as defined in the Employment Agreement)) including, without limitation: 

(a)    any and all claims relating to or arising from Executive’s employment or service relationship with Company or
any of its direct or indirect subsidiaries or affiliates and the termination of that relationship; 
 (b)    any and all
claims relating to, or arising from, Executive’s right to purchase, or actual purchase of any shares of stock or other equity interests of Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation,
breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; 

  
 EXHIBIT
B 
 PAGE 1 








 (c)    any and all claims for wrongful discharge of employment; termination
in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal
injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; 
 (d)    any
and all claims for violation of any federal, state, or municipal statute, including, but not limited to the following statutes (each as amended, if applicable), Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the
Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the
Executive Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; 

(e)    any and all claims arising out of any other laws and regulations relating to employment or employment
discrimination; 
 (f)    any and all claims arising out of any other federal, local, state or foreign law; 

(g)    any claim for any loss, cost, damage, or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds received by Executive during the course of his employment or service relationship or as a result of this Agreement; and 

(h)    any and all claims for attorneys’ fees and costs. 

Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to
the matters released. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity
Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against Company (with the understanding that Executive’s release of claims herein
bars Executive from recovering monetary or other personal relief from Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued
participation in certain of Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any
employee benefit plan of Company or its affiliates and Executive’s right under applicable law and Company’s D&O policy to seek indemnity for acts committed, or omissions, within the course and scope of Executive’s employment
duties. 

  
 EXHIBIT
B 
 PAGE 2 








 (i)    Acknowledgment of Waiver of Claims under ADEA. Executive understands
and acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this
waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to
anything of value to which Executive was already entitled. Executive further understands and acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has
[21/45] days within which to consider this Agreement; (c) he has 7 days following his execution of this Agreement to revoke this Agreement, which he may do by providing written notice of revocation to Company as provided in
Section 21 of the Employment Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging
or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this
Agreement and returns it to Company in less than the [21/45] day period identified above, Executive hereby acknowledges that he has freely and voluntarily chosen to waive the complete time period allotted for considering this Agreement. 

4.    Confidentiality. Except as may be required by law or court order or as may be necessary in an action
arising out of this Agreement, Executive agrees not to disclose the existence or terms of this Agreement to anyone other than Executive’s immediate family, attorneys, tax advisors, and financial counselors, provided that Executive first informs
them of this confidentiality clause and secures their agreement to be bound by it. Executive understands and agrees that a breach of this confidentiality provision by any of these authorized persons will be deemed a material breach of this Agreement
by Executive. 
 5.    Executive’s Representations. Executive acknowledges, agrees and expressly
represents that , as of the date he executes this Agreement: (i) he has received all compensation and other sums that he is owed by the Releasees (other than sums owed pursuant to this Agreement; and (ii) he has received all leaves (paid
and unpaid) that he was owed through the Termination Date. 
 6.    Release and Other Consideration from
Company. In exchange for Executive’s obligations under this Agreement, Company shall pay Executive those severance payments described in Section 7(c) or 7(e), as applicable, of the Employment Agreement,
on the terms provided in the Employment Agreement. Executive acknowledges that these severance payments are conditioned on Executive’s compliance with Sections 9 and 10 of the Employment Agreement and subject to
Sections 7(h) and 7(i) of the Employment Agreement. Company may withhold from any severance payments all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental
regulation or ruling. 
 7.    Right to Consult an Attorney; Period of Review. Executive is encouraged to
consult with an attorney before signing this Agreement. From the date this Agreement is first presented to Executive, Executive will have [21/45] days in which to review this Agreement. Executive may use as little or much of this [21/45]-day review period as Executive chooses. 

  
 EXHIBIT
B 
 PAGE 3 








 8.    Amendment; Continuing Obligations. This Agreement
supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof and thereof. This Agreement may be amended, waived or terminated only by a written instrument
executed by both parties hereto. Executive hereby reaffirms and agrees to continue to abide by the terms set forth in Sections 7 through 15 of the Employment Agreement and expressly acknowledges the enforceability and
continuing effect of those terms. 
 9.    Revocation. Upon signing this Agreement, Executive will have 7
days to revoke the Agreement. To properly revoke the Agreement, Company must receive written notice of revocation from Executive by the close of business on the 7th day after the date the
Agreement is signed by Executive. Written notice must be delivered pursuant to Section 21 of the Employment Agreement. 

10.    Choice of Law. This Agreement will be governed in all respects by the laws of the State of Texas,
without regard to its choice of law principles. This Agreement is subject to the arbitration provisions in Section 15 of the Employment Agreement. 

11.    Effectiveness of Agreement. This Agreement will be effective, and the payments described above will
be made, only if Executive executes the Agreement within [21/45] days of receiving it and only if Executive does not revoke the Agreement under Section 8 above. 

[SIGNATURE PAGE FOLLOWS] 

  
 EXHIBIT
B 
 PAGE 4 








 
					
	EXECUTIVE:
		
	By:	 	
                     
                                         
       

		 	Name:	 	William S. Moss III                            
		 	Date:	 	
	
	TALOS ENERGY OPERATING COMPANY LLC
		
	By:	 	 Talos Energy Operating Company GP LLC,

its managing member

		
	By:	 	Talos Energy LLC, its sole member
		
	By:	 	
                     
                                         
       

		 	Name:	 	
		 	Date:	 	



  
 EXHIBIT
B 
 PAGE 5