EX-10.8 9 a13-19720_1ex10d8.htm EX-10.8

Exhibit 10.8

 

GRAPHIC

 

May 16, 2012

 

Paul Nobel
15243 SW 39 St.
Davie, FL 33331

 

RE:         Revised - Offer of Employment

 

Dear Paul,

 

On behalf of the Kosmos organization, I am pleased to extend an offer of employment to you with Kosmos Energy, LLC (“Kosmos Energy” or the “Company”) as Senior Vice President and Chief Accounting Officer, contingent on our background verification and proof of your identity and eligibility to work in the United States. This letter serves to confirm our offer of employment to you including the following:

 

Compensation:

 

A salary of $14,583.34 per semi-monthly pay period (annualized to $350,000). Salary is paid on the 15th and last day of each month. This position provides for an annual discretionary bonus that is targeted, based on market comparisons, in the 50% range. The first year of your target bonus will not be pro-rated.

 

 

 

Signing Bonus:

 

A signing bonus of $100,000 will be paid in your first paycheck. Should you voluntarily terminate your employment for any reason within the first 12 months of employment, you agree to reimburse Kosmos Energy for your signing bonus.

 

 

 

Retention Payments:

 

A $100,000 bonus will be paid on your first year anniversary date, if you are still actively employed by Kosmos Energy at that time.

 

 

 

Incentive Compensation:

 

Kosmos Energy, Ltd, will grant you participation in the Incentive Compensation Program (“Program”) with a face value of two and one-fourth (2.25) times your base annual salary. The face value will be converted into participation in the Program by calculation using Kosmos Energy, Ltd’s stock price at the first business day of the month following the latter of your start date with the Company or date of approval of your award by the Compensation Committee of

 



 

 

 

the Board of Directors or their delegates (the “Committee”).

 

 

 

 

 

The Incentive Compensation Award granted to you shall vest in accordance with the program’s standard four year vesting cycle and will be a mix of 50% time vesting and 50% performance-vesting, as determined and approved by the Committee, in their sole discretion, and as generally applied to Company’s employees. All terms and conditions of the Incentive Compensation Award granted to you, including without limitation, the vesting schedules and forfeiture restrictions, shall be subject to the provisions of the Program, as may be amended from time to time.

 

 

 

Vacation:

 

Based on your years of relevant work experience, Kosmos Energy offers you four (4) weeks of annual vacation allowance.

 

 

 

Severance Program:

 

If you are terminated through no fault of your own or your position is eliminated and you are not offered a comparable position in Dallas you will receive your current Base Annual Salary plus Target Bonus for 1 year. Additionally, Kosmos will reimburse you the amount of COBRA payment to cover medical and dental health insurance for you and your dependents for 1 year.

 

 

 

Transition to Dallas:

 

You will work from the Dallas Office Monday through Friday. Kosmos will cover the reasonable cost of your transportation between Davie, FL and Dallas for a period of up to six (6) months and will provide you with reasonable living accommodations in Dallas for a period of up to six (6) months, with an eye towards your relocation to Dallas. You will be required to pay for other miscellaneous expenses not directly associated with transportation or living accommodations. This is a taxable item, but it will be grossed up.

 

 

 

Relocation:

 

The Company will Pay or reimburse you for all reasonable and customary costs associated with moving your household goods and effects to the Dallas/Fort Worth area, as indicated below:

 

 

 

 

 

·      The cost of packing and transporting standard furniture and personal effects belonging to you and members of your immediate family will be covered.

 

 

 

 

 

·      We will reimburse mileage from your current residence

 

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to the Dallas/Fort Worth area for 2 vehicles (at the current IRS rate per mile). If you choose to have your vehicles transported by moving van, we will pay/reimburse your one-way airfare for you and your immediate family.

 

 

 

 

 

·      We will not cover the cost of transporting more than 2 vehicles and non-standard items such as boats, trailers, recreational vehicles, pianos, and machinery.

 

 

 

 

 

In addition to the above:

 

 

 

 

 

·      We will provide reasonable expenses, including travel, for up to five days for you and your family to attain housing in the Dallas/Fort Worth area. This is a taxable item, but it will be grossed up.

 

 

 

 

 

·      We will pay you a one-time lump sum of $5,000 to cover miscellaneous expenses. Please be aware that this shall be considered taxable income to you and will not be grossed up for federal income tax purposes.

 

 

 

 

 

Also, should, you own a home in your current location, you may be eligible for either option A or B below, as circumstances require and subject to pre-approval by the Company:

 

 

 

 

 

A. Existing Home Lease — Kosmos Energy will pay/reimburse you for monthly covered costs of your current residence (after you and, if applicable, your family relocate to the Dallas/Fort Worth area). This will include out of pocket ownership expense during any period in which your house is not leased, subject to a maximum of $3,000 per month, and further subject to a maximum period of six (6) months. These payments shall be considered taxable income to you but will not be grossed up for federal income tax purposes, Covered costs include the following monthly expenses while the property is offered for lease but not leased and while unoccupied:

 

 

 

 

 

·      Interest charges (but not repayment of principal) on your mortgage

 

 

·      Pro-rated Property Taxes and mandatory Homeowners’ Association dues

 

 

·      Utilities required to be maintained including:

 

 

·      Electric

 

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·      Gas

 

 

·      Water/sewage

 

 

·      Home security system

 

 

·      Trash pickup/removal fees or taxes

 

 

·      Yard maintenance services

 

 

·      An additional allowance for miscellaneous expenses of $100 per month

 

 

 

 

 

B. Existing Home Sale — Kosmos Energy will pay you a lump-sum amount of $50,000 in lieu of costs associated with the sale of your existing home and the purchase/lease of a new residence in the Dallas/Fort Worth area, which shall be considered taxable income to you but will not be grossed up for federal income tax purposes. You are required to sell your existing home and either purchase or lease a home in the Dallas/Fort Worth area to receive this payment.

 

 

 

 

 

Other:

 

 

 

 

 

·      Should you voluntarily terminate your employment for any reason within the first 12 months of employment, you agree to reimburse Kosmos Energy for the expenses incurred by the Company pursuant to the “Relocation” section of this offer.

 

 

 

 

 

·      If, solely as a result of a “Change in Control” (as defined in the Long Term Incentive Plan of Kosmos Energy Ltd. which would include certain sales or mergers), either:

 

 

 

 

 

(i)    your employment with Kosmos Energy should terminate within the first 18 months of employment, OR

 

 

 

 

 

(ii)   you are required to relocate to a location outside of the Dallas/Fort Worth area,

 

 

 

 

 

Kosmos Energy agrees to pay all reasonable and customary costs associated with moving your household goods and effects back to your previous residential area.

 

 

 

Benefits Program:

 

As a full-time regular employee of Kosmos Energy, you are entitled to participate in the Company benefit plans. For the 2012 Plan Year, the Company is paying 100% of the cost of these Employer Paid Plans. Kosmos retains the right to

 

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change benefits and their costs at the Company’s sole discretion.

 

 

 

Holidays:

 

The Company’s office closes for nine of the nationally recognized, major U.S. holidays. Additionally, the Company provides employees the option to take two additional “floating” holidays of their choice.

 

Please be advised that your employment with Kosmos Energy will be at-will and  nothing in this 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 at 214-445-9631.

 

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

 

 

Sincerely,

 

 

 

/s/ W. Greg Dunlevy

 

W. Greg Dunlevy

 

Chief Financial Officer

 

cc: Human Resources

 

I agree to the terms of the employment set forth above, Furthermore, I represent to Kosmos Energy that I am not subject to any obligation or agreement (e.g., an employment agreement or non-compete agreement) that would prevent me from becoming an employee of Kosmos Energy or that will adversely impact my ability to perform my duties.*

 

I also agree that the terms and conditions of my employment offer are confidential.

 

/s/ Paul Nobel

 

May 29, 2012

 

July 16, 2012

Paul Nobel

 

Date

 

Anticipated Start Date

 


*  Discussed non-compete language contained within my Severance Agreement with World Fuel, as provided, with you and mutually concluded it should not create an issue towards employment with Kosmos.

 

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