Exhibit 10.58

 



 

January 10, 2014

 

Andy Inglis

Foxgloves

II Onslow Road

Hersham, Walton-on-Thames

Surrey, KT12 5BB, UK

 

RE:                          Offer of Employment

 

Dear Andy,

 

On behalf of the Kosmos organization, I am pleased to extend an offer of employment to you with Kosmos Energy, LLC (the “Company”) as Chief Executive Officer.  Additionally, the Company’s Board of Directors (the “Board”) will approve your nomination to serve as the Chairman of the Board immediately upon hire.  This offer letter agreement (this “Offer Letter”) serves to confirm the Company’s offer of employment to you, including the following:

 

	
Start Date:
    	
 
    	
Your   employment with the Company will start on or about March 1, 2014 (the “Start Date”).
    
	
 
    	
 
    	
 
    
	
Base Salary and Annual Bonus:
    	
 
    	
You   will receive a base salary at an initial annual rate of $900,000 (the “Base Salary”), payable in accordance with the Company’s   payroll practices as in effect from time to time. The Company currently pays   salary on the 15th and the last day of each month. The Board   (or a committee thereof) will review the Base Salary annually to determine   whether to increase it. The Base Salary will not be decreased except in   connection with a proportionate across-the-board decrease for the Company’s   senior executives generally.

 

You   will be eligible for an annual bonus that will be targeted at 100% of the   Base Salary (the “Target Bonus”)   and will be based on Company and individual performance metrics established   annually by mutual agreement between you and the Board (or a committee   thereof) not later than the 90th day of the applicable performance year. The   actual bonus, if any, that you earn for any year will (1) be determined   in the discretion of the Board (or a committee thereof), based on the level   of attainment of the applicable Company and individual performance metrics   within the context of prevailing market conditions and (2) may range   between 0% and 200% of
    


 

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the   Base Salary.
    
	
 
    	
 
    	
 
    
	
Sign-On Bonus:
    	
 
    	
A   sign-on bonus of $1,675,000 (the “Sign-On Bonus”)   will be paid to you in cash in your first paycheck. If at any time prior to   the first anniversary of the Start Date you terminate your employment for any   reason other than Good Reason (as defined below) or the Company terminates   your employment for Cause (as defined below), you will promptly reimburse the   Company an amount equal to the product of (1) the gross amount of the   Sign-On Bonus, multiplied by (2) a   fraction, the numerator of which is 365 minus the   number of calendar days during the period beginning on (and including) the   Start Date and ending on (and including) the date of such termination, and   the denominator of which is 365.
    
	
 
    	
 
    	
 
    
	
Sign-On Equity Awards:
    	
 
    	
On   the first day of the calendar month following the Start Date, you will receive   two awards (the “Sign-On Equity Awards”)   of restricted share units (“RSUs”). The   Sign-On Equity Awards will be issued under the Kosmos Energy Ltd. Long Term   Incentive Plan attached hereto as Exhibit A (such plan, or any   successor thereto, the “LTIP”) and   will be subject to the terms (including, without limitation, the applicable   vesting schedules and forfeiture restrictions) set forth in the LTIP and   individual award agreements substantially in the forms attached hereto as Exhibits   B and C. The Sign-On Equity Awards will have an aggregate value as   of the grant date of $3,500,000, of which $1,000,000 will be granted in the   form of service-vesting RSUs and $2,500,000 will be granted in the form of   performance-vesting RSUs. The number of common shares of Kosmos underlying   each Sign-On Equity Award (at target, in the case of the performance-vesting   RSUs) will be determined in accordance with the terms of the LTIP by dividing   the grant date value of such award by the closing price of a common share on   the grant date.
    
	
 
    	
 
    	
 
    
	
Long Term Incentive (“LTI”) Opportunity:
    	
 
    	
During   your employment, you will be eligible for annual long-term incentive (“LTI”) equity awards. Your initial LTI award will be   granted no later than June 30, 2014, and will have an aggregate value as   of the grant date of $2,250,000 (with any performance-based component of such   award valued at target). It is the expectation of the Board that the LTI   award, if any, granted for each year after 2014 will have an aggregate value   as of the grant date equal to 2.5 times the Base Salary as in effect at the   time of grant (with any performance-based component of such award valued at   target); however, the actual aggregate value of   each such post-2014 LTI award, if any, will be determined in the discretion   of the Board (or a committee thereof). Each LTI award will be granted   pursuant to the LTIP and one or more individual award agreements that contain   such vesting and other terms as are no less favorable than such terms that   apply to the LTI awards granted to the Company’s senior executives generally.   The number of common shares of Kosmos underlying each LTI award (at target,   in the case of any performance-vesting RSUs) will be determined in accordance   with the terms of the LTIP by dividing the grant date value of such award by   the
    


 

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closing   price of a common share on the grant date.
    
	
 
    	
 
    	
 
    
	
Relocation:
    	
 
    	
You   will be required to relocate your principal residence to the Dallas/Fort   Worth area as soon as practicable after the Start Date. The Company will pay   or reimburse you for all reasonable and customary costs associated with your   relocation as follows:

 

·             Packing and   transporting standard furniture and personal effects belonging to you and   members of your immediate family, to be performed by a moving company of your   choice.

 

·             The cost of   airfare for you and members of your immediate family from the United Kingdom   to Dallas, Texas.

 

·             Reasonable   expenses, including travel, for up to seven days for you and members of your   immediate family to obtain housing in the Dallas/Fort Worth area.

 

·             Expenses for   necessary transitional temporary housing (to be approved by the Company in   advance, with such approval not to be unreasonably withheld) for up to six   months in the Dallas/Fort Worth area.

 

In addition, the Company will provide you with the   following payments:

 

·             A one-time   lump sum cash payment of $5,000 to cover miscellaneous relocation expenses   not otherwise provided in this section, payable in your first paycheck.

 

·             A one-time   lump sum cash payment of $25,000 to cover any loss on the sale of your two   vehicles in the United Kingdom, payable in your first paycheck.

 

·             A one-time   lump sum cash payment of $120,000 to defray costs associated with the sale of   your existing home and the purchase/lease of a new residence in the   Dallas/Fort Worth area. You will be required to sell your existing home and   either purchase or lease a home in the Dallas/Fort Worth area to receive this   payment.

 

Except   as otherwise provided above, any reimbursement of expenses pursuant to this “Relocation” section will be made   by the Company as soon as practicable following receipt of supporting   documentation reasonably satisfactory to the Company(but in any event not   later than December 31 of the year following the year in which the   expense is incurred).

 

If   at any time prior to the first anniversary of the Start Date you terminate   your employment for any reason other than Good Reason or the Company   terminates your employment for Cause, you will promptly reimburse the
    


 

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Company   an amount equal to the product of (1) the aggregate gross amount of all   expenses paid or reimbursed by the Company pursuant to this “Relocation” section, multiplied by (2) a fraction, the numerator of which   is 365 minus the number of calendar days   during the period beginning on (and including) the Start Date and ending on   (and including) the date of such termination, and the denominator of which is   365.
    
	
 
    	
 
    	
 
    
	
Spousal Assistance:
    	
 
    	
The   Company will provide employment assistance through The MI Group for your   spouse. This benefit includes, but is not limited to, career counseling,   employment search coaching, resume development, career development workshops,   and employment search assistance. The use of this benefit is required to be   commenced within 90 days after your move date to Dallas and to be completed   within one year after such move date.
    
	
 
    	
 
    	
 
    
	
Severance Benefits:
    	
 
    	
If   at any time your employment is terminated by the Company without Cause or by   you for Good Reason, then subject to your execution and non-revocation of a   general release of claims provided by the Company and such release becoming   effective not later than 60 days after such termination, and your continued   compliance with any confidentiality covenants to which you are subject, the   Company will: (1) pay you an amount (the “Severance”)   equal to the product of two, multiplied by   the sum of the Base Salary plus the Target Bonus (in each case as in effect   as of the date of such termination); (2) provide you with continued   coverage under the Company’s medical and dental plans for you and your   dependents for 24 months following such termination with the Company paying   the entire premium for such coverage (the “Benefits   Continuation”); and (3) accelerate the vesting of any then   unvested portion of the service-vesting Sign-On Equity Award. The Severance   will be paid to you in equal monthly installments over the 24-month period   following such termination; provided that   the first payment shall be made on the Company’s first regular payroll date   that is more than 60 days after such termination, and any installments that   otherwise would have been paid during such 60-day period will be paid on such   first payroll date.

 

Notwithstanding   the foregoing: (A) your entitlement to the Benefits Continuation will   also be subject to your timely election to receive continued coverage for such   benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of   1985 or analogous applicable state law; (B) the Company’s obligation to   pay for the Benefits Continuation will cease upon your becoming eligible for   such coverage from a subsequent employer, and you will promptly notify the   Company on your becoming eligible for such coverage; (C)  in the event   that you elect coverage under a plan provided by the Company that has a   higher premium than the plan in which you participate as of the date on which   your employment with the Company terminates, the amount of the Company’s   contribution to your premium payments will not increase from the amount of   such contributions as of the date that your employment terminated, and you   will be responsible
    


 

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for   payment of any additional premium amount; and (D) if the Company   reasonably determines that the Benefits Continuation cannot be provided to   you for the full 24-month period and/or without your paying all or a portion   of the premium for such coverage, in each case without subjecting the Company   to adverse tax consequences or increased health insurance premiums, then the   coverage period will be reduced and/or you will be required to pay the   premium for such coverage, in each case to the extent that the Company   reasonably determines is required to ensure that the Company is not subject   to such adverse tax consequences or increased premiums; provided   that, for any month during such 24-month period that you are not provided   with such coverage or for which you are required to pay any portion of the   premium for such coverage, the Company will provide you with a cash payment   in an amount equal to, as applicable, (i) the full premium for such   coverage for such month, if you are not provided with, or are required to pay   the entire premium for, such coverage for such month or (ii) the portion   of the premium for such coverage that you are required to pay for such month,   but in each case only if the Company reasonably determines that providing   such payment would not subject the Company to adverse tax consequences or   increased health insurance premiums.
    
	
 
    	
 
    	
 
    
	
Change in Control:
    	
 
    	
In   the event of a Change in Control (as defined in the LTIP) and contingent upon   your continued service to the Company or its successor for one year   thereafter, all of your equity awards that are unvested as of such Change in   Control shall vest on the first anniversary of such Change in Control, with   any performance-based equity awards vesting at target level; provided, however, that   in the event that your employment with the Company is terminated by the   Company or its successor without Cause or by you for Good Reason, in either   case during the period beginning three months before and ending one year   after a Change in Control, then all of your equity awards that are unvested   as of the date of such termination shall vest in full on the later of the   date of such termination or the date of such Change in Control; provided further, however, that   in the case of any such termination that occurs during the period prior to a   Change in Control, such vesting of your equity awards shall only apply if   such termination was at the request of a third party that has taken steps   reasonably calculated to effectuate such Change in Control or that otherwise   arose in connection with or anticipation of such Change in Control.

 

If   the payments that you would receive in connection with a Change in Control   from the Company or otherwise (collectively, “Payments”)   would (i) constitute “parachute payments” within the meaning of   Section 280G of the Internal Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to   the excise tax imposed by Section 4999 of the Code, then the aggregate   amount of such Payments shall be reduced to the extent necessary to avoid   such excise tax, but only if the Net After-Tax Benefit taking into account   such reduction exceeds the Net After-Tax Benefit
    


 

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without   taking into account such reduction. “Net After-Tax Benefit”   means the present value (as determined by the Company in accordance with   Section 280G(d)(4) of the Code) of the Payments net of all taxes   imposed on you with respect thereto under Sections 1 and 4999 of the Code and   under applicable state and local laws.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding   any provision to the contrary in this Offer Letter, the LTIP or any other   applicable agreement or plan, any reduction in the Payments required under   the preceding paragraph shall be implemented as follows: first, by reducing the Severance;   second, by reducing any other cash payments to be made to you; third, by cancelling any outstanding   performance-based equity awards whose performance goals were not met prior to   the Change in Control; fourth,   by cancelling the acceleration of vesting of any outstanding   (i) performance-based equity awards whose performance goals were met   prior to the Change in Control and (ii)  service-vesting equity awards;   and fifth, by eliminating the   Benefits Continuation. In the case of the reductions to be made pursuant to   each of the foregoing clauses, the payment and/or benefit amounts to be   reduced, and the acceleration of vesting to be cancelled, shall be reduced or   cancelled in the inverse order of their originally scheduled dates of payment   or vesting, as applicable, and shall be so reduced only to the extent   that the payment and/or benefit otherwise to be paid, or the vesting of the   award that otherwise would be accelerated, would be treated as a “parachute   payment”.
    
	
 
    	
 
    	
 
    
	
401(k) Plan:
    	
 
    	
You   will be eligible to participate in the Company’s 401(k) plan starting on   the Start Date. Currently, the Company matches employees’ contributions to   the plan dollar for dollar up to the lesser of 8% of eligible compensation   contributed or the applicable Internal Revenue Service maximum ($17,500 for   2013). The Company match is not guaranteed to remain at the same level. You   will be notified if there is a plan contribution or design change.
    
	
 
    	
 
    	
 
    
	
Other Benefits:
    	
 
    	
You   will be entitled to participate in the Company’s other benefit plans   applicable to full-time regular employees. For the 2013 calendar year, the   Company is paying 100% of the cost of such benefit plans. The Company   reserves the right to change the benefits provided or the costs charged to   employees at any time in its sole discretion; provided,   however, that the Company will not   decrease your benefits, or the portion of your benefits costs borne by the   Company, except in connection with such an across-the-board decrease for the   Company’s U.S.-based senior executives generally.
    
	
 
    	
 
    	
 
    
	
Vacation:
    	
 
    	
Based   on your years of relevant industry-related work experience, the Company will   provide with you with five weeks of annual vacation allowance (prorated for   the first year of your employment based on the number of calendar days that   you are employed in such year).
    
	
 
    	
 
    	
 
    
	
Holidays:
    	
 
    	
The   Company’s current practice is to provide employees with nine nationally   recognized major U.S. holidays and up to two additional
    


 

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“floating”   holidays of their choice. The Company reserves the right to change this   general practice at any time in its sole discretion.
    
	
 
    	
 
    	
 
    
	
Withholding:
    	
 
    	
The   Company may withhold from any amounts payable or benefits provided to you   under this Offer Letter or otherwise such federal, state and local taxes as   may be required to be withheld pursuant to any applicable law or regulation.
    
	
 
    	
 
    	
 
    
	
Legal Fees:
    	
 
    	
The   Company agrees to reimburse 50% of the reasonable legal fees incurred by you   in the analysis, negotiation, and preparation of this Offer Letter and advice   regarding related matters; provided that   in no event shall such reimbursement obligation exceed $15,000. Such   reimbursement will be made by the Company as soon as practicable following   receipt of supporting documentation reasonably satisfactory to the Company   (but in any event not later than December 31 of the year following the   year in which the expense is incurred).
    
	
 
    	
 
    	
 
    
	
Ability to Accept Employment:
    	
 
    	
You   hereby represent to the Company that you are not subject to any notice   requirement, garden leave provision, non-competition covenant or any similar   requirement, provision or covenant (each such requirement, provision or   covenant, an “Employment Restriction”) that   would prevent you from accepting this offer of employment with the Company,   commencing such employment or remaining an employee of the Company or   becoming or remaining a director of Kosmos or that would adversely impact   your ability to perform your duties to the Company or Kosmos.

 

Your   employment with the Company and this Offer Letter are expressly contingent on   your (1) ability to start employment with the Company on the Start Date   without your breaching any Employment Restriction and (2) completion of   a reference and background check, including but not limited to past   employment, education, credit reports and criminal records, to the reasonable   satisfaction of the Board.

 

Notwithstanding   anything to the contrary in this Offer Letter or any other agreement between   you and the Company, the LTIP or any equity award agreement provided to you,   if at any time you are prevented from remaining an employee of the Company or   performing your duties to the Company due to any Employment Restriction, the   Company will be entitled to terminate your employment, and such termination   shall be deemed a termination for Cause for all purposes under this Offer   Letter, any such other agreement, the LTIP and any such equity award   agreement.
    
	
 
    	
 
    	
 
    
	
Definitions:
    	
 
    	
“Cause” means your:

 

(1)              material failure   to perform your duties to the Company or any Affiliate (as defined in the   LTIP), other than any such failure
    


 

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resulting   from your physical or mental incapacity;

 

(2)              having   engaged in serious misconduct, gross negligence or a material breach of   fiduciary duty;

 

(3)              having been   convicted of, or having entered a plea bargain or settlement admitting guilt   or the imposition of unadjudicated probation for, any crime of moral   turpitude or felony under any applicable law;

 

(4)              material   breach of any Employment Restriction or material breach of any restrictive   covenant to which you are subject contained in any agreement between you and   the Company or any Affiliate;

 

(5)              material   breach of any policy of the Company or any Affiliate, including, without   limitation, any such policy that relates to expense management or the Foreign   Corrupt Practices Act;

 

(6)              unlawful use   or possession of illegal drugs on the premises of the Company or any   Affiliate or while performing your duties to the Company or any Affiliate; or

 

(7)              commission of   an act of fraud, embezzlement or misappropriation, in each case, against the   Company or any Affiliate;

 

provided   that, in the event that the Company believes that you have committed an   act giving rise to Cause under clauses (1), (2), (4) or (5), then, if   such Cause is reasonably susceptible of cure, (A) the Company will   provide you written notice specifying the alleged circumstances constituting   Cause within 90 days following the Board’s first obtaining knowledge of the   occurrence of such circumstances, (B) you shall have 30 days following   receipt of such notice to cure such circumstances and (C) if not cured,   the Company may terminate your employment not later than 60 days after the end   of such cure period.

 

 “Good Reason”   means the occurrence of any of the following events, in each case without   your consent:

 

(1)              a reduction   in the Base Salary or Target Bonus, other than any such reduction that   applies generally to senior executives of the Company and the Affiliates;

 

(2)              relocation of   the geographic location of your principal place of employment by more than 50   miles; or

 

(3)              a material   reduction in your duties or responsibilities;

 

provided   that, in each case, (A) you shall provide the Company with   written
    


 

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notice   specifying the circumstances alleged to constitute Good Reason within 90 days   following the first occurrence of such circumstances, (B) the Company   shall have 30 days following receipt of such notice to cure such   circumstances and (C) if the Company has not cured such circumstances   within such 30-day period, then you must terminate your employment not later   than 60 days after the end of such 30-day period.
    
	
 
    	
 
    	
 
    
	
Miscellaneous:
    	
 
    	
The   Company’s and your respective rights and obligations shall survive any   termination of this Offer Letter to the extent necessary for the intended   preservation of such rights and obligations.

 

This   Offer Letter is intended to bind and inure to the benefit of and be   enforceable by you and your estate, the Company and your and the Company’s   successors and assigns. You may not assign your rights or delegate your   duties or obligations hereunder without the prior written consent of the   Company. The Company may assign its rights and obligations hereunder, without   the consent of, or notice to, you, to any of the Company’s affiliates or to   any person or entity that acquires the Company or any portion of its business   or its assets pursuant to a merger, consolidation or other transaction, in   which case all references to the Company will refer to such assignee.

 

Any   provision in this Offer Letter that is prohibited or unenforceable in any   jurisdiction by reason of applicable law shall, as to such jurisdiction, be   ineffective only to the extent of such prohibition or unenforceability   without invalidating or affecting the remaining provisions hereof, and any   such prohibition or unenforceability in any jurisdiction shall not invalidate   or render unenforceable such provision in any other jurisdiction.

 

This   Offer Letter (together with the LTIP), constitutes the entire agreement of   the parties with regard to the subject matter hereof and supersedes any and   all prior understandings, agreements, communications, or correspondence   between the parties. Any modification of this Offer Letter will be effective   only if it is in writing and signed by the party to be charged. The failure   of a party to insist on strict adherence to any term of this Offer Letter on   any occasion shall not be considered a waiver of such party’s rights or   deprive such party of the right thereafter to insist upon strict adherence to   that term or any other term of this Offer Letter.

 

This   Offer Letter shall be governed by, and construed in accordance with, the laws   of the State of Texas without regard to any otherwise applicable conflicts of   law principles, whether of the State of Texas or otherwise. To ensure the   rapid, economical, and confidential resolution of disputes that may arise in   connection with your employment, you and the Company agree that any and all   disputes, claims, or causes of action, in law or equity, arising from or   relating to the enforcement, breach, performance, or interpretation of this   Offer Letter, your employment with the Company, or
    


 

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the   termination of that employment, shall be resolved, to the fullest extent   permitted by law, by final, binding and confidential arbitration in Dallas,   Texas conducted by the American Arbitration Association or its successor   under its then-applicable Commercial Arbitration Rules, and judgment on the   arbitral award rendered may be entered in any court having jurisdiction   thereof. By agreeing to this arbitration   procedure, both you and the Company waive the right to resolve any such   dispute through a trial by jury or judge or administrative proceeding.   You will have the right to be represented by legal counsel at any arbitration   proceeding. The arbitrator shall: (a) have the authority to compel   adequate discovery for the resolution of the dispute and to award such relief   as would otherwise be permitted by law; and (b) issue a written   statement signed by the arbitrator regarding the disposition of each claim   and the relief, if any, awarded as to each claim, the reasons for the award,   and the arbitrator’s essential findings and conclusions on which the award is   based. The arbitrator shall be authorized to award all relief that you or the   Company would be entitled to seek in a court of law. Nothing in this Offer   Letter is intended to prevent either you or the Company from obtaining   injunctive relief in court to prevent irreparable harm pending the conclusion   of any such arbitration.

 

This   Offer Letter may be signed in counterparts, each of which shall be an original,   with the same effect as if the signatures thereto and hereto were upon the   same instrument.
    
	
 
    	
 
    	
 
    
	
Section 409A:
    	
 
    	
Notwithstanding   anything in this Offer Letter to the contrary, if you are a “specified   employee” (determined in accordance with Section 409A of the Code (“Section 409A”)) as of the date that your employment   with the Company terminates and you have experienced a “separation from   service” (within the meaning of Section 409A), and if any payment,   benefit or entitlement provided for in this Offer Letter or otherwise both   (1) constitutes a “deferral of compensation” within the meaning of Section 409A   and (2) cannot be paid or provided in a manner otherwise provided herein   or otherwise without subjecting you to additional tax, interest or penalties   under Section 409A, then any such payment, benefit or entitlement that   is payable during the first six months following such termination will be   paid or provided to you in a lump sum cash payment to be made on the earlier   of (A) your death or (B) the first business day of the seventh   calendar month immediately following the month in which such termination   occurs.
    


 

Your employment with the Company will be at-will and nothing in this Offer Letter shall be deemed to be construed as a contract for a term of employment.

 

We look forward to receiving a response from you within the next week.  If you have any additional questions, please do not hesitate to call me directly or Ty Gaston at 214-445-9686.

 

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We believe Kosmos is an outstanding organization with a capable, dedicated team and know you will be a valuable, enthusiastic addition.

 

	
 
    	
Sincerely,
    
	
 
    	
/s/   Prakash A. Melwani
    
	
 
    	
Chairman   of the Compensation Committee
    
	
 
    	
Kosmos   Energy Ltd.
    


 

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