TALO 8-K
Talos Energy Inc. (TALO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. |
Appointment of Paul Goodfellow as President, Chief Executive Officer and Director
On February 2, 2025, the Board of Directors (the “Board”) of Talos Energy Inc. (the “Company”) appointed Mr. Paul R. Goodfellow to serve as the Company’s President, Chief Executive Officer and principal executive officer, effective March 1, 2025. The Board also appointed Mr. Goodfellow to serve as a member of the Board concurrently with his appointment as an executive officer.
Mr. Goodfellow, age 59, has over 34 years of experience at Shell plc (NYSE: SHEL) (“Shell”) both in the United Kingdom and the United States where he has held a series of positions from 1991 until his resignation from Shell in 2025, including most recently Executive Vice President and Group Chief Internal Auditor from August 2023 until joining the Company, and Executive Vice President, Deep Water, Shell Upstream, in Houston, Texas from April 2019 to August 2023 while he also served as the Chairman of the Board of Shell Midstream Partners GP LP (“Shell Midstream GP”) (formerly NYSE: SHLX) from October 2019 to August 2023 and a director beginning in October 2014. Mr. Goodfellow received a Bachelor of Science in Mining and Mineral Engineering in 1986 and a Doctor of Philosophy in Rock Mechanics in 1990, each from the Camborne School of Mines in the United Kingdom. Mr. Goodfellow has been a Chartered Engineer since 1990, a member of the UK Institute of Mining and Metallurgy since 1991 and a member of the Society of Petroleum Engineers since 2000.
There was no arrangement or understanding between Mr. Goodfellow and any other person(s) pursuant to which he was selected to be President and Chief Executive Officer of Company, and Mr. Goodfellow does not have any family relationships with any of the Company’s executive officers or directors. Mr. Goodfellow is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In connection with his appointment, the Company entered into an offer letter agreement with Mr. Goodfellow describing the terms and conditions of his employment with the Company (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Mr. Goodfellow will be entitled to the following: (a) a base salary of $975,000, paid in accordance with the Company’s normal payroll practices (the “Base Salary”); (b) eligibility to earn an annual incentive award pursuant to the Company’s short-term incentive program with a target value of 125% of the Base Salary, based upon and subject to the achievement of performance objectives and other terms and conditions as determined by the Company; (c) in respect of calendar year 2025, awards under the Company’s Amended and Restated 2021 Long Term Incentive Plan (the “LTIP”) of (i) restricted stock units (“RSUs”) with a grant date value equal to approximately $2,250,000 (the “2025 RSU Award”) and (ii) performance share units (“PSUs”) with a target grant date value equal to approximately $2,250,000 (the “2025 PSU Award” and together with the 2025 RSU Award, the “2025 LTIP Awards”) and (d) no later than 15 days following his commencement of employment, awards under the LTIP of (i) RSUs with a grant date value equal to $800,000 (the “RSU Sign-On Award”) and (ii) PSUs with a grant date value equal to $1,600,000 (the “PSU Sign-On Award” and together with the RSU Sign-On Award, the “Sign-On Awards”). The terms and timing of grant of the 2025 LTIP Awards will be the same as those granted to other similarly situated executives. The RSU Sign-On Award will vest one-third on each of the first three anniversaries of the date of grant, subject to continued employment and compliance with applicable restrictive covenants through each such date. The PSU Sign-On Award will be eligible to vest and settle during the three year performance period beginning on the date of grant as to (y) 50% on the first trading day in which the closing price of the Company’s common stock is equal to or greater than $14.00 for sixty (60) consecutive trading days and (z) 50% on the first trading day in which the closing price of the Company’s common stock is equal to or greater than $16.00 for sixty (60) consecutive trading days.
Mr. Goodfellow is also eligible to participate in the Company’s employee benefit plans, including the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan (the “Severance Plan”) under which he will be designated a Tier 1 Executive (as defined in the Severance Plan), effective as of his commencement of employment. Additionally, so long as Mr. Goodfellow commences employment with the Company by March 1, 2025, he will receive a sign-on bonus (the “Sign-On Bonus”) of $100,000, payable in cash within fifteen (15) days of his commencement of employment. Upon Mr. Goodfellow’s relocation to Houston, Texas, the Company will also reimburse him up to (a) $60,000 in respect of his United Kingdom lease payments and (b) $50,000 for actual out-of-pocket moving expenses reasonably incurred and directly related to his relocation, in each case, subject to substantiation in accordance with the Company’s policies as in effect from time to time. To the extent Mr. Goodfellow is terminated for “cause” (as defined in the LTIP) or he resigns prior to the first anniversary of his commencement of employment, he will be obligated to repay the Company in cash the relocation reimbursements and the Sign-On Bonus.
The foregoing description is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (the “Report”). Mr. Goodfellow also entered into a confidentiality and restrictive covenant agreement with the Company, which contains customary confidentiality and non-solicit provisions and a 24 month non-compete that Mr. Goodfellow agrees to be bound by. Such agreement is attached as Exhibit A to the Offer Letter. Mr. Goodfellow’s participation in the Severance Plan is subject to the terms and conditions of the Severance Plan and Participation Agreement, which Mr. Goodfellow entered into effective as of the commencement of his employment. The Participation Agreement is filed as Exhibit 10.2 to this Report and the Severance Plan is attached as Annex A to the Participation Agreement, each of which is incorporated herein by reference. The Sign-On Bonus, 2025 LTIP Awards and Sign-On Awards shall be subject to the terms and conditions of the LTIP and applicable award agreements. The form RSU award agreement and form PSU award agreement are filed as Exhibits 10.3 and 10.4 to this Report, respectively, and are incorporated herein by reference. The PSU Sign-On Award agreement will vary slightly from the PSU award agreement filed herewith in order to reflect the terms described above and will be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2025.
Indemnification Agreement
In connection with Mr. Goodfellow’s appointment as President, Chief Executive Officer and as a member of the Board, the Company and Mr. Goodfellow entered into a customary indemnification agreement effective as of the commencement of his employment (the “Indemnification Agreement”) in a form previously approved by the Company, substantially in the form attached as Exhibit 10.12 to the Company’s Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2024.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.5 hereto and incorporated herein by reference.
Pending Removal of Office of the Interim Chief Executive Officer and Interim Co-Presidents, Interim Chief Executive Officer and Principal Executive Officer
In connection with Mr. Goodfellow’s appointment, the Board determined that effective upon the date Mr. Goodfellow commences his employment, the Office of the Interim Chief Executive Officer (the “Office of the Interim CEO”) will be terminated. On that date (i) Mr. William S. Moss, III, Executive Vice President, General Counsel and Secretary of the Company; (ii) Mr. Sergio L. Maiworm, Jr., Executive Vice President and Chief Financial Officer of the Company; and (iii) Mr. John B. Spath, Executive Vice President and Head of Operations of the Company, will no longer serve as members of the Office of the Interim CEO and as Interim Co-Presidents. In addition, on that date Mr. Moss will no longer serve as Interim Chief Executive Officer and principal executive officer of the Company. Those three executives will, however, continue to serve in their prior roles and titles, reporting to the Company’s new President and Chief Executive Officer, Mr. Goodfellow.
| Item 7.01 | Regulation FD Disclosure. |
On February 3, 2025, the Company issued a press release announcing Mr. Goodfellow’s appointment. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 10.1†* | Offer Letter Agreement by and between the Company and Paul Goodfellow, effective February 2, 2025. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 3, 2025
| TALOS ENERGY INC. | ||
| By: | /s/ William S. Moss III | |
| Name: | William S. Moss III Interim Co-President, Interim Chief Executive Officer, Executive Vice President, General Counsel and Secretary | |
Exhibit 10.1
February 2, 2025
Paul R. Goodfellow
Re: Offer Letter Agreement
Dear Paul:
This offer letter agreement (the “Offer Letter”), including its Exhibit A, sets forth the terms and conditions of your employment with Talos Energy Inc. (the “Company”), provided that such employment and this Offer Letter are contingent upon, and shall only be deemed valid, effective, and binding upon the Company’s confirmation that the conditions set forth in that certain Letter of Intent dated November 18, 2024, by and between you and the Company, have been satisfied. If these terms and conditions are acceptable, please sign and date a copy of this Offer Letter and return it to me.
1. You will be employed by the Company in the position of President and Chief Executive Officer, commencing on March 1, 2025, or such other date mutually agreed upon by you and the Company upon which you commence employment with the Company or its affiliates (such date, the “Start Date”). Your principal place of employment will be the Company’s offices in Houston, Texas.
2. You will be paid a base salary at the rate of $975,000 per year (pro-rated for partial years during the employment period), less applicable withholdings and deductions, which will be paid in accordance with the Company’s normal payroll practices (the “Base Salary”). Because your position is exempt, you will not be eligible to receive overtime.
3. You will be eligible to participate in the employee benefit plans that the Company, in its discretion, maintains for other senior executives (including but not limited to, the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan, as amended from time to time, under which you will be designated a “Tier 1 Executive”), as in effect from time to time and subject to the terms and conditions of the applicable plan documents. The Company expressly reserves the right to modify, substitute, or eliminate such employee benefit plans and programs at any time.
4. In respect of the 2025 calendar year, you will be eligible to receive a cash bonus with a target bonus opportunity of 125% of your Base Salary (the “Bonus”), based upon and subject to the achievement of performance objectives and other terms and conditions, in each case, established and determined by the Company, which Bonus, if any, will be paid when such bonuses are regularly paid to other similarly situated employees, subject to your employment on the applicable payment date.
5. In respect of the 2025 calendar year, you will be eligible to receive an award under the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan, as amended,
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modified and/or amended and restated from time to time, or any successor plan thereto (the “LTIP”), comprised of (i) time-based Restricted Stock Units (as defined in the LTIP) (the “RSUs”) with a target grant date value equal to $2,250,000 and (ii) performance-based Restricted Stock Units (“PSUs”) with a target grant date value equal to $2,250,000 (the “2025 Equity Awards”). The 2025 Equity Awards shall be subject to your continued employment and compliance with any restrictive covenants by which you may be bound through the applicable grant date and the terms and conditions of the LTIP and any award agreement granted thereunder in respect of the 2025 Equity Awards, which award agreement terms shall be substantially similar to those applicable to similarly situated senior executives of the Company. The 2025 Equity Awards shall be granted at such time as equity awards are generally granted under the LTIP to similarly situated senior executives of the Company for the 2025 calendar year and the target grant date value will be based on the twenty (20) trading-day volume weighted average price (the “VWAP”) up to and including February 28, 2025.
6. Provided your Start Date is on or before March 1, 2025, you will be eligible to receive a sign-on bonus (the “Sign-On Bonus”) of $100,000 (before taxes and other applicable withholdings), payable in cash within fifteen (15) days of the Start Date. If your employment is terminated by the Company for “cause” (as defined in the LTIP) or if you resign prior to the first anniversary of the Start Date, you will be obligated to repay to the Company in cash, within fifteen (15) days of such termination of employment, the Sign-On Bonus previously paid to you.
7. As soon as practicable following the Start Date but in all events within fifteen (15) days following the Start Date, you will be granted an award under the LTIP comprised of (i) RSUs with a grant date value equal to $800,000 (the “RSU Sign-On Award”), which shall vest as to one-third on each the first, second, and third anniversaries of the grant date, and (ii) PSUs with a grant date value equal to $1,600,000, which shall be eligible to vest and settle during the three (3) year performance period commencing on the date of grant as to (y) fifty percent (50%) on the first trading day in which the closing price of the Stock (as defined in the LTIP) is equal to or greater than $14.00 for sixty (60) consecutive trading days and (z) fifty percent (50%) on the first trading day in which the closing price of the Stock (as defined in the LTIP) is equal to or greater than $16.00 for sixty (60) consecutive trading days (the “PSU Sign-On Award,” and collectively with the RSU Sign-On Award, the “Sign-On Equity Awards”). The Sign-On Equity Awards shall be subject to your continued employment and compliance with any restrictive covenants by which you may be bound through the applicable grant date and the terms and conditions of the LTIP and any award agreement granted thereunder in respect of the Sign-On Equity Awards, and the grant date value will be based on the twenty (20) trading-day VWAP up to and including February 28, 2025.
8. Upon your relocation to Houston, Texas, the Company will reimburse you (i) up to $60,000 in respect of your United Kingdom lease payments from the date of your relocation until the date that is three (3) months from your Start Date and (ii) up to $50,000 for actual out-of-pocket moving expenses reasonably incurred and directly related to your relocation to Houston, Texas, each subject to substantiation in accordance with the Company’s policies as in effect from time to time (the “Relocation Reimbursement”). Requests for Relocation Reimbursement, and the provision of appropriate documentation of the same shall be submitted no later than February 1, 2026. All Relocation Reimbursements shall be paid to you no later than thirty (30) days following submission of appropriate documentation of such expense. If your employment is terminated by
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the Company for “cause” (as defined in the LTIP) or if you resign prior to the first anniversary of the Start Date, you will be obligated to repay to the Company in cash, within fifteen (15) days of such termination of employment, the Relocation Reimbursement previously paid to you.
9. Your employment with the Company will be at-will, meaning that either you or the Company may terminate your employment at any time, for any reason or no reason, subject to the Notice provision set forth in Paragraph 1 of the Confidentiality Agreement (as defined below).
10. You also represent that you are not subject to any agreement (including but not limited to any agreement containing non-competition, non-solicitation, or confidentiality obligations), order, judgment, or decree of any kind which would prevent you from entering into this Offer Letter or performing the services that you will be performing for the Company. You further promise that should you become aware of any reason you cannot join or remain employed by the Company, or fully execute your responsibilities for the Company, you will immediately notify the Company in writing. Similarly, if you receive any communication from a former employer or any other person or entity claiming you cannot join or continue employment at the Company or perform all of your duties as a Company employee, you will immediately notify the Company’s Board of Directors of these developments in writing. You also represent that you will abide by all contractual obligations you may have to all prior employers and that you will not retain, review, or utilize any other person’s or entity’s confidential, attorney-client privileged, or proprietary information or share or disclose any such information with or to any other person or entity. The Company disclaims any interest in any confidential, privileged, or proprietary information of any person or entity other than the Company and instructs you not to disclose or use any such confidential, privileged, or proprietary information. You further represent that you did not engage in any misconduct, and were not subject to any disciplinary action, while employed by or performing services for any former employer or other person or entity that could reasonably be expected to cause any damage the Company’s reputation, business or employees, including but not limited to any conduct constituting sexual misconduct, sexual harassment, harassment, or discrimination, or the cover-up of such conduct. Further, you represent that you maintain, and during the term of your employment at the Company will continue to maintain, all admissions, memberships, licenses, and authorizations necessary to carry out the obligations and responsibilities of your employment at the Company.
11. You agree to devote all your business time and attention to your duties for the Company and its affiliates and to perform your duties and responsibilities diligently, loyally, and consistent with the policies, procedures and practices of the Company and its affiliates. You agree to comply with all terms and conditions set forth in this Offer Letter, the Company’s policy documents, and any other policies, memoranda, and communications applicable to you. Failure to comply with all such policies and procedures shall be grounds for disciplinary action up to and including termination.
12. As a pre-condition of the Company hiring you, and as a material term of this Offer Letter and your employment at the Company, you must execute and comply with the Confidentiality and Restrictive Covenant Agreement attached as Exhibit 1 hereto (the “Confidentiality Agreement”). Please review and execute the Confidentiality Agreement and return it to me with your signed copy of this Offer Letter. The Confidentiality Agreement is incorporated into this Offer Letter by reference, and upon your acceptance of the terms of this
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Offer Letter, you will be bound by the terms of the Confidentiality Agreement. Any disputes arising under this Offer Letter, or otherwise arising between you and any of the Company Parties (as defined in the Confidentiality Agreement), shall be resolved in accordance with Paragraphs 10 and 11 of the Confidentiality Agreement.
13. This Offer Letter (including the Confidentiality Agreement attached as Exhibit 1) replaces and supersedes any previous offer letter or employment agreement between you and any of the Company Parties, as well as any written or oral understandings of any kind concerning the terms or conditions of your employment. You specifically acknowledge and agree that notwithstanding any discussions or negotiations you may have had with any of the Company Parties prior to the execution of this Offer Letter, you are not relying on any promises or assurances other than those explicitly contained in this Offer Letter and the Confidentiality Agreement. This Offer Letter and the Confidentiality Agreement contain the entire understanding of the parties with respect to the matters set forth herein, and the terms and conditions of your employment can be modified only in an agreement signed by you and the Company’s Interim President and Chief Executive Officer.
14. This Offer Letter shall be governed by the laws of the State of Texas, without giving effect to principles of conflicts of laws.
15. This Offer Letter may be executed in counterparts, both of which together shall constitute one and the same agreement. Facsimile, PDF, and other true and accurate copies of this Offer Letter shall have the same force and effect as originals hereof.
16. You may not assign your rights or obligations under this Offer Letter or the Confidentiality Agreement. You agree that the Company may assign this Offer Letter and/or the Confidentiality Agreement without advance notice to you.
17. This Offer Letter shall be interpreted strictly in accordance with its terms, to the maximum extent permissible under governing law, and shall not be construed against or in favor of any party, regardless of which party drafted this Offer Letter or any provision hereof. If any provision of this Offer Letter is determined to be unenforceable as a matter of governing law, an arbitrator or reviewing court shall have the authority to “blue pencil” or otherwise modify such provision so as to render it enforceable while maintaining the parties’ original intent to the maximum extent possible. Each provision of this Offer Letter is severable from the other provisions hereof, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. For purposes of this Offer Letter, the connectives “and,” “or,” and “and/or” shall be construed either disjunctively or conjunctively as necessary to bring within the scope of a sentence or clause all subject matter that might otherwise be construed to be outside of its scope.
18. You agree that it is the intent of you and the Company Parties that all payments you receive pursuant to this Offer Letter and the Confidentiality Agreement will comply with or be exempt from Section 409A of the Internal Revenue Code of 1986 (“Section 409A”). None of the Company Parties shall be liable for any failure of such payments to comply with, or be exempt from, Section 409A. You are hereby advised to consult your personal tax advisors with respect to amounts payable hereunder. Any reference to termination of employment or similar terms as used
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in this Offer Letter will mean a “separation from service” under Section 409A. Each payment payable hereunder shall constitute a payment in a series of separate payments for all purposes. In no event will you be able to direct payment or the year of payment of any amounts due hereunder.
19. Your employment at the Company is subject to final satisfactory completion of the Company’s pre-employment screening process (including any criminal background check process), in the Company’s sole discretion.
20. Your employment also is contingent upon your having and maintaining authorization to work in the United States. When you commence your employment, you will be required to produce documents showing that you are authorized to be employed in the United States.
21. To accept this offer, please sign and date this Offer Letter and return it (and the signed Confidentiality Agreement) to me by no later than February 3, 2025 after which this offer will be null and void).
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| Sincerely, | ||
| Talos Energy Inc. | ||
| By: | /s/ William S. Moss III | |
| Name: | William S. Moss III | |
| Title: | Interim Co-President, Interim Chief Executive Officer, Executive Vice President, General Counsel and Secretary | |
| Confirmed and Agreed: |
| /s/ Paul R. Goodfellow |
| Paul R. Goodfellow |
| Date: February 2, 2025 |
Signature Page to Offer Letter
EXHIBIT A
CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT
As a pre-condition of Talos Energy Inc. (the “Company”) hiring and employing you, and in consideration for the rights and benefits provided to you under the offer letter agreement between you and the Company, effective as of the date you execute it (the “Offer Letter”), to which this Confidentiality and Restrictive Covenant Agreement (this “Agreement”) is attached as Exhibit 1, you agree to abide by all of the terms and conditions of this Agreement. You acknowledge and agree that this Agreement, and the terms and conditions herein, are material terms of your employment relationship with the Company, and that the Company would not hire or employ you but for your execution of, and compliance with, this Agreement.
1. Notice. Your employment will be on an “at-will” basis, meaning that either you or the Company may terminate the employment relationship at any time, for any or no reason, subject to the following notice requirements: you may resign your employment at any time on sixty (60) days’ advance written notice to the Company and the Company may terminate your employment at any time on up to sixty (60) days’ advance written notice to you (such advance notice period, whether provided by you or by the Company, the “Notice Period”); provided, however, that whether you resign or are terminated, the Company reserves the right, in its sole discretion, to waive all or part of the Notice Period, such that your resignation or termination will become effective prior to the conclusion of this period, and the Company will not be required to pay you your salary or any bonus or any other amounts following the date your termination becomes effective. To the extent the Company does not waive the Notice Period, you shall remain employed through the Notice Period (or such portion thereof not waived by the Company), and shall continue to receive your regular base salary (minus appropriate deductions and withholdings) through such period, but the Company may, in its sole discretion, direct you to continue performing your regular duties; cease performing some or all of your duties; transition your duties to other individuals; refrain from communicating with Company employees, investors, potential investors, counterparties, and other third parties; and/or refrain from entering the Company’s premises. For avoidance of doubt, you will remain a Company employee and will continue to be bound by the terms of this Agreement during any Notice Period.
2. Confidential Information.
(a) You acknowledge that the Company Parties are engaged in a highly competitive industry and that they must protect their proprietary and confidential information and trade secrets against unauthorized use or disclosure, which would irreparably harm the Company Parties’ interests. You acknowledge that you recognize that the disclosure by the Company Parties of certain Confidential Information (as defined below) will be necessary and useful to your performance of job duties or services for the Company Parties. As a result, you will be provided Confidential Information that could be used by competitors and customers of the Company Parties in a manner that would irreparably harm the Company Parties’ competitive position in the marketplace. Except as authorized or directed by the Company in connection with the proper performance of your duties and obligations, or as provided below, you shall not, at any time during your employment with the Company or at any time after your employment with the Company ends (regardless of whether you resign or are terminated or the reason for such resignation or termination), directly or indirectly, use, disclose, exploit, remove, copy, or make available to any other person or entity any Confidential Information, including for your own personal use or advantage or for the use or advantage of any person or entity other than the Company Parties (as defined below), except as otherwise explicitly provided herein.
(b) “Confidential Information” means the following nonpublic information, confidential information, proprietary information, trade secrets, or other sensitive information (whether in oral, written, electronic, or any other form) concerning, created by, or relating to any of the Company Parties
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(as defined below): information about products; services; systems; designs; inventions; finances (including prices, costs, and revenues); marketing plans; sales; sales strategies; prospects; pricing; pricing strategies; programs; methods of operation; licenses; prospective and existing investment management agreements; profits; databases; operational methods; potential transactions; pending negotiations; computer programs; algorithms; pending patent applications; identity of investments in and composition and characteristics of various investments, including but not limited to information about any client’s or investor’s individually managed accounts and/or portfolios; financial results; risk management; investment strategies; investment philosophies; research; proprietary research; internal controls; security protocols and procedures (including cybersecurity protocols and procedures); formulas; models (including statistical and economic models); Work Product (as defined below); proposals; files; data; diagrams; specifications; accounting systems; computer software; dealer lists; information regarding current or prospective customers, clients, investors, marketers, advertisers, vendors, or consultants (including lists of current or prospective customers, clients, or investors, and information concerning their identities, addresses, contact persons, contact information, business or investment status, preferences, strategies, or needs); due diligence; financial information; non-public business strategies; trading strategies, methodologies, techniques, and characteristics (including specific instruments traded and their costs, profitability, and holding periods); positions; techniques (including forecasting techniques); flow charts; source codes; research and development procedures; test results; financing and clearing information; marketing techniques, materials, and plans; non-public business plans; market analyses and projections; personal information about the Company Parties (and/or their family members), including but not limited to their residence(s), telephone numbers, contact information, financial information, places of employment, activities and interests, and any pictures, photographs or video recordings of any type or format concerning the foregoing persons or their activities; risk management strategies or techniques; templates; negotiations; research; actual or potential transactions or opportunities; investment theses; valuations; valuation models or analyses; and any other information, documents, or materials that may be identified as confidential or proprietary or which is required to be maintained as confidential under governing law or regulation or under an agreement with any third parties. For purposes of this Agreement, (i) the “Company Group” means the Company, and each and all of its former, current, and future affiliates, direct or indirect subsidiaries; and (ii) the “Company Parties” means, collectively, each member of the Company Group, and each and all of their respective current and former shareholders, interest holders, unit holders, advisors, managers, officers, directors, partners, principals, members, employees, fiduciaries, representatives, and agents.
(c) Notwithstanding anything herein to the contrary, in accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement, the Offer Letter, or any other agreement or Company policy shall prevent you from, or expose you to criminal or civil liability under federal or state trade secret law for: (i) directly or indirectly sharing any member of Company Group’s trade secrets or other Confidential Information (except information protected by any member of the Company Group’s attorney-client or work product privilege) with law enforcement, an attorney, or with any federal, state, or local government agencies, regulators, or officials (including, but not limited to, the Securities and Exchange Commission, Equal Employment Opportunity Commission, National Labor Relations Board, the Texas Workforce Commission, any commission or division of human rights, an attorney general, or similar state or local analogue) (collectively, “Government Entities”), for the purpose of investigating or reporting a suspected violation of law (including any whistleblower or whistleblower retaliation claim), whether in response to a subpoena or otherwise, without notice to the Company Group; or (ii) disclosing trade secrets in a complaint or other document filed in connection with a legal claim, provided that the filing is made under seal. Further, you shall not be prohibited from discussing or disclosing information related to your general job duties or responsibilities and/or regarding employee wages or benefits, in accordance with applicable law, or from communicating truthfully with any Government Entities.
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3. Legal Process; Cooperation.
(a) Except as provided in Paragraph 2(c), above, you agree that in the event you are served with a subpoena, document request, information request, interrogatory, or any other legal process that will or may require you to disclose any Confidential Information, whether during your employment or thereafter (regardless of whether you resign or are terminated, or the reason for such resignation or termination), you will (i) immediately notify the Company’s General Counsel of such fact, in writing (both by email and by FedEx or UPS overnight delivery), and provide a copy of such subpoena, document request, information request, interrogatory, or other legal process, unless such subpoena, document request, interrogatory, or other legal process both is from a court or governmental agency and explicitly prohibits you from doing so, and (ii) to the maximum extent possible, not make any disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure, limit the scope or nature of such disclosure, and/or seek to participate in the proceeding or matter in which the disclosure is sought.
(b) You agree that during your employment with the Company and thereafter (regardless of whether you resign or are terminated, or the reason for such resignation or termination), you shall, without any additional consideration to that provided in your Offer Letter, provide reasonable and timely cooperation in connection with (i) any actual or threatened litigation, inquiry, review, investigation, process, or other matter, action, or proceeding (whether conducted by or before any court, regulatory, or governmental entity, or by or on behalf of any Company Party), that relates to events occurring during your employment at the Company or about which the Company otherwise believes you may have relevant information; (ii) the transitioning of your role and responsibilities to other personnel; and (iii) the provision of information in response to the Company’s requests and inquiries and relating to topics about which the Company otherwise believes you may have relevant information. Your cooperation shall include being available to (x) meet with and provide information to the Company Parties and their counsel or other agents in connection with fact-finding, investigatory, discovery, and/or pre-litigation or other proceeding issues, and (y) provide truthful testimony (including via affidavit, deposition, at trial, or otherwise) in connection with any such matter, all without the requirement of being subpoenaed. The Company shall try to schedule your cooperation pursuant to this Paragraph so as not to unduly interfere with your other personal or professional pursuits.
4. Protected Property. You acknowledge and agree that all property, proprietary materials, Confidential Information, documents, records, files, memoranda, email, computer media, software, equipment (including laptops, iPhones, iPads, smartphones, tablets, and other devices), system and software login information, passwords, access codes, authorization codes (to the extent such passwords, access codes, or authorization codes relate in whole or in part to the Company Parties’ respective businesses, data rooms, systems, sites, or information), telephone numbers, e-mail addresses, messaging contact information, identification cards, keys, and any other materials in any form (whether paper, electronic, or otherwise, and all copies thereof) relating or belonging to any of the Company Parties (collectively “Protected Property”), created by you or coming into your possession, custody, or control, in whole or in part, during the course of your employment with the Company or affiliation with any of the Company Parties, are the sole property of the Company Parties. Upon the termination of your employment with the Company for any reason, or upon the request of the Company at any time, you agree to promptly deliver all Protected Property (including all Confidential Information) to the Company, and to then promptly destroy any copies of any Confidential Information remaining in your (or your family members’) possession, custody, or control, including on any computers, laptops, disks, drives, email accounts (including Gmail, Yahoo, and any other email accounts, systems, or applications), instant messaging accounts (including texts, iMessage, WhatsApp, and any other messaging accounts, systems, or applications), storage clouds, paper files, and any and all other repositories or locations in which such
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information may be stored. At no time will you remove or copy or cause to be removed from the premises of the Company any original or copy of any Protected Property except in furtherance of your proper duties to the Company and in accordance with the terms of this Agreement and all applicable Company policies and procedures.
5. Work Product. You agree that any and all developments, improvements, inventions, discoveries, creations, formulae, algorithms, processes, systems, interfaces, protocols, concepts, programs, products, investment strategies, valuation models, risk management tools, methods, designs, and works of authorship, and any and all documents, information (including Confidential Information), or things relating thereto, whether patentable or not, within the scope of or pertinent to any business, research, or investment in which the Company or any other member of the Company Group is engaged or (if such is known to or ascertainable by you) considering engaging, which you may conceive, make, author, create, invent, develop, or reduce to practice, in whole or in part, during your employment with the Company or affiliation with any of the Company Parties, whether alone or working with others, whether during or outside of normal working hours, whether inside or outside of the Company’s offices, and whether with or without the use of the Company’s computers, systems, materials, equipment, or other property (the foregoing, individually and collectively, “Work Product”), shall be and remain the sole and exclusive property of the Company; provided that “Work Product” will not include any invention that satisfies each of the following prongs: (a) you developed the invention entirely on your own time without using the Company’s equipment, supplies, facilities, or trade secret information, (b) the invention does not relate, at the time of conception or reduction to practice, to the Company’s business or actual or demonstrably anticipated research or development, and (c) the invention does not result from any work you have performed for the Company. To the maximum extent allowable by law, any Work Product subject to copyright protection shall be considered “works made for hire” for the Company under U.S. copyright law. To the extent that any Work Product that is subject to copyright protection is not considered a work made for hire, or to the extent that you otherwise have or retain any ownership or other rights in any Work Product (or any intellectual property rights therein) anywhere in the world, you hereby assign and transfer to the Company all such rights, including the intellectual property rights therein, effective automatically as and when such Work Product is conceived, made, authored, created, invented, developed, or reduced to practice. The Company shall have the full worldwide right to use, assign, license, and/or transfer all rights in, with, to, or relating to Work Product (and all intellectual property rights therein). You shall, whenever requested to do so by the Company (whether during your employment or thereafter), execute any and all applications, assignments, and/or other instruments, and do all other things (including cooperating in any matter or giving testimony in any legal proceeding) which the Company may deem necessary or appropriate in order to (x) apply for, obtain, maintain, enforce, or defend patent, trademark, copyright, or similar registrations of the United States or any other country for any Work Product; (y) assign, transfer, convey, or otherwise make available to the Company any right, title, or interest which you might otherwise have in any Work Product; and/or (z) confirm the Company’s right, title, and interest in any Work Product. You further agree that if the Company is unable, after reasonable effort, to secure your signature on any such documents, any officer of the Company shall be entitled to execute any such documents as your agent and attorney-in-fact. You hereby irrevocably designate and appoint each current and future officer of the Company as your agent and attorney-in-fact to execute any such documents, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product. You shall promptly communicate and disclose all Work Product to the Company and, upon request, report upon and deliver all such Work Product to the Company. You shall not use or permit any Work Product to be used for any purpose other than on behalf of the Company Parties, whether during your employment or thereafter.
6. Non-Competition. As a further material inducement for the Company to employ you hereunder, you agree that during your employment with the Company (inclusive of any Notice Period), and
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for the twenty-four (24) month period thereafter (regardless of whether you resign or are terminated, or the reason for any such resignation or termination), you shall not, directly or indirectly, whether or not for compensation, and whether or not as an employee, (a) be engaged in or have any financial interest in any Competitive Business (as defined below), (b) form, plan, establish, market for, or promote any Competitive Business in any way, or (c) provide services of any kind to any person or entity engaged in, or any affiliate of any person or entity engaged in, a Competitive Business. For purposes of this Paragraph 6, “Competitive Business” means any person or entity that is engaged in or preparing to engage in the business of acquiring, exploiting and/or developing oil and gas assets anywhere in the world, including but not limited to the parishes listed on Annex 1 hereto.
7. Non-Solicitation.
(a) Non-Solicitation of Customers and other Business Relationships. Except as authorized by the Company in furtherance of your employment duties, during your employment with the Company (inclusive of any Notice Period) and for the twenty-four (24) month period following the termination of your employment (regardless of whether you resign or are terminated, or the reason for any such resignation or termination), you shall not, without the express written consent of the Company’s General Counsel (which consent may be granted or withheld in the Company’s sole and absolute discretion), whether as an employee, director, principal, partner, member, consultant, volunteer, or otherwise, directly or indirectly, (i) for the benefit of any person or entity other than the Company Group, directly or indirectly solicit (regardless of which party initiated contact), induce, or attempt to induce (or direct or assist any person or entity for the foregoing purposes) any customer, Prospective Customer (as defined below), investor, vendor, supplier, or other business relation of the Company Group, with whom you had business contact or as to whom you learned or obtained Confidential Information during your employment with the Company, to (A) terminate or diminish its relationship with the Company Group, or (B) become a customer, tenant, investor, vendor, or supplier of any Competitive Business, or (ii) interfere with, diminish, appropriate, seize, solicit, divert, or usurp any business, commercial, investment, financial, strategic, or other opportunity or project of or relating to any member of the Company Group of which you became aware of through or as a result of your employment with the Company. For the purposes of this Paragraph 7(a), “Prospective Customer” means any person or entity that you or the Company have directly solicited, including either meeting with such person or entity regarding a prospective engagement or transaction or scheduling or making substantial preparations for such a meeting, within the twelve (12) months prior to the termination of your employment with the Company.
(b) Non-Solicitation of Personnel. You agree that during your employment with the Company (inclusive of any Notice Period) and for the twenty-four (24) month period following the termination of your employment (regardless of whether you resign or are terminated, or the reason for any such resignation or termination), you shall not, without the express written consent of the Company’s General Counsel (which consent may be granted or withheld in the Company’s sole and absolute discretion), directly or indirectly, solicit, hire, recruit, employ, engage, or retain; aid, assist, direct, or encourage others to solicit, hire, recruit, or retain; or directly or indirectly, supervise, work with, work alongside of, or work for any person who as of such date, or at some time during the twelve (12) months preceding such date, is or was a member, partner, principal, owner, officer, director, employee, contractor, or consultant of the Company or any member of the Company Group.
8. Non-Disparagement; Non-Publicity. Except as provided in Paragraph 2(c) above, you agree that, both during and after your employment, (a) you will not, whether in private or in public, directly or indirectly, make, publish, encourage, ratify, or authorize, or aid, assist, or direct any other person or entity in making or publishing, any statements that in any way defame, criticize, malign, impugn, reflect negatively on, or disparage any Company Party, or place any Company Party in a negative light, in any
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manner whatsoever; and (b) absent the explicit written approval of the Company’s General Counsel, you will not (i) comment upon or discuss any of the Company Parties (whether disparagingly or otherwise) on any Media (as defined below); (ii) make any statement, posting, or other communication in, on, to, or through any media (whether print, television, radio, the internet, social media, or with or through any reporter, blogger, “app” (such as Instagram, Snapchat, X (formerly known as Twitter), TikTok, or the like), or otherwise, collectively “Media”) that purports to be on behalf of any Company Party, or which a third party may perceive (A) has been authorized, approved, or endorsed by a Company Party or (B) reflects the views of any Company Party; (iii) share, post, transmit, or upload any material related to any of the Company Parties (regardless of whether such comments, statements, or material are disparaging) with, to, through, or on any Media; (iv) utilize your Company email account on any Media or for any other non-work purpose; (v) utilize any Company Party’s logo, graphics, trade names, or trademarks on any Media or for any other purpose; (vi) provide any Company Party’s promotional material to any Media outlet; or (vii) aid, assist, or direct any other person or entity to do any of the foregoing.
9. Reasonableness/Tolling. You hereby acknowledge that the limitations set forth in Paragraphs 1 through 8 of this Agreement are fair, reasonable, and necessary for the protection of the Company Parties and their businesses, and will not prevent you from earning a livelihood after the termination of your employment with the Company. You recognize that these restrictions are appropriate based on the access to the Company’s Confidential Information that you will enjoy, the access to Company investors and prospective investors that you will have as a result of your employment and position with the Company, and the risk of unfair competition that the Company will face absent such restrictions. You agree that should you breach any of the provisions of Paragraphs 6 or 7, above, the running of the applicable restricted period shall be tolled during the period of such breach.
10. Remedy for Breach. You agree that your breach or threatened breach of any of the restrictions set forth in Paragraphs 1 through 8 and/or Paragraph 11 of this Agreement will result in irreparable and continuing damage to the Company Parties for which there is no adequate remedy at law. Thus, in addition to the Company’s right to arbitrate disputes hereunder, the Company Parties shall be entitled to obtain emergency equitable relief, including a temporary restraining order and/or preliminary injunction, in aid of arbitration, from any state or federal court of competent jurisdiction and/or from the American Arbitration Association (“AAA”), without first posting a bond, to restrain any such breach or threatened breach. In any proceeding for emergency equitable relief and upon any motion for a temporary or permanent injunction, the Company’s right to receive monetary damages shall not be a bar or interposed as a defense to the granting of such relief. The Company’s right to equitable relief hereunder is in addition to, and not in lieu of, any other rights and remedies available to the Company Parties under law or in equity. Upon the issuance (or denial) of an injunction, the underlying merits of any dispute will be resolved in accordance with the arbitration provisions of Paragraph 11 of this Agreement.
11. Arbitration.
(a) Except as provided in Paragraph 10 of this Agreement, the parties irrevocably and unconditionally agree that any past, present, or future dispute, controversy, or claim arising under or relating to this Agreement or the Offer Letter; arising under any federal, state, local, or foreign statute, regulation, constitution, law, ordinance, or the common law; or arising in connection with your employment or affiliation or the termination thereof; involving you, on the one hand, and any of the Company Parties, on the other hand, including both claims brought by you and claims brought against you, shall be submitted for resolution to binding arbitration as provided herein. Except as provided in Paragraph 10 or Paragraph 11(c) hereof, you waive any right or ability to participate in any court proceeding, including any class, collective, or multi-party action, against any of the Company Parties. You also agree to bring arbitrations only on an individual basis, and not (i) as a co-claimant with any other individual(s) against any of the
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Company Parties, or (ii) on a putative class or collective basis. Any such arbitration shall be conducted in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”); shall be administered by the AAA; shall be conducted in accordance with AAA’s Employment Arbitration Rules and Procedures (“AAA Rules”), as modified herein; and shall be conducted by a single arbitrator, who shall be a partner at an “AmLaw 200” law firm based in Houston, Texas. Such arbitration will be conducted in Houston, Texas, and the arbitrator will apply Texas law, including federal statutory law as applied in Texas courts, except to the extent such law is inconsistent with the FAA. The arbitral award shall be in writing, shall state the reasons for the award, and shall be final and binding on the parties. In the event any of the Company Parties substantially prevails in an action involving your breach of any provision of Paragraphs 1 through 8 or 11 hereunder, such party shall be entitled to an award including its reasonable attorneys’ fees and costs, to the extent such an award is permitted by law. The arbitrator otherwise shall not have authority to award attorneys’ fees or costs, punitive damages, compensatory damages, damages for emotional distress, penalties, lost opportunities, or any other damages or relief not measured by the prevailing party’s actual out-of-pocket losses, except to the extent such relief is explicitly available under a statute, ordinance, or regulation pursuant to which a successful claim is brought. In agreeing to arbitrate your claims hereunder, you hereby recognize and agree that you are waiving your right to a trial in court and/or by a jury. Notwithstanding the foregoing, nothing in this Paragraph 11 shall be construed in a manner that would violate any law or require the arbitration of a claim that is explicitly excluded from compulsory arbitration under the terms of the FAA.
(b) Except as otherwise provided herein, you shall treat the arbitration under this Paragraph 11 as strictly confidential, and you shall not disclose the existence or nature of any claim, defense, or argument; any documents, correspondence, pleadings, briefing, exhibits, arguments, testimony, evidence, or information exchanged or presented in connection with any claim, defense, or argument; or any rulings, decisions, or results of any claim, defense, or argument (collectively, “Arbitration Materials”) to any third party, with the sole exception of your legal counsel, who you shall ensure complies with these confidentiality terms. In the event of any court proceeding to challenge or enforce an arbitrator’s award under Paragraph 11(a), the parties hereby consent to the exclusive jurisdiction of the state and federal courts sitting in Houston, Texas; agree to exclusive venue in that jurisdiction; and waive any claim that such jurisdiction is an inconvenient or inappropriate forum. There shall be no interlocutory appeals to any court of any order issued in accordance with Paragraph 11(a) or 11(b), or any motions in any court to vacate any arbitral order except (i) a final award on the merits issued in accordance with AAA Rule 39, or (ii) a final Interim Award issued in accordance with Optional Rule 4 which (A) concludes that the AAA lacks jurisdiction over the dispute and (B) dismisses the matter in its entirety. The parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials and all Confidential Information in connection with any court proceeding, agree to use their reasonable best efforts to file any court proceeding permitted herein and all Confidential Information (and all documents containing Confidential Information) under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement.
12. Entire Agreement; No Waiver. This Agreement, together with the Offer Letter to which it is attached, replaces and supersedes any and all previous or existing agreements, arrangements, or understandings, whether oral or written, between you and any member of the Company Group relating to the terms and conditions of your employment with the Company and your relationship with the Company Parties. You specifically acknowledge and agree that notwithstanding any discussions or negotiations you may have had with any of the Company Parties prior to the execution of this Agreement, you are not relying on any promises or assurances other than those explicitly contained in this Agreement or the Offer Letter. This Agreement and the Offer Letter contain the entire agreement and understanding of the parties with respect to the matters set forth herein, and the terms and conditions of your employment can be modified
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only in an agreement signed by you and the Company’s General Counsel. No provision of this Agreement may be amended modified, waived, or discharged except as agreed to in a writing signed by both you and the Company’s General Counsel. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
13. Construction/Severability. The headings in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement. This Agreement shall be interpreted strictly in accordance with its terms, to the maximum extent permissible under governing law, and shall not be construed against or in favor of any party, regardless of which party drafted this Agreement or any provision hereof. For purposes of this Agreement, the connectives “and,” “or,” and “and/or” shall be construed either disjunctively or conjunctively as necessary to bring within the scope of a sentence or clause all subject matter that might otherwise be construed to be outside of its scope, and “including” shall be construed as “including without limitation.” If any provision of this Agreement is determined to be unenforceable as a matter of governing law, an arbitrator or reviewing court shall have the authority to “blue pencil” or otherwise modify such provision so as to render it enforceable while maintaining the parties’ original intent to the maximum extent possible. Each provision of this Agreement is severable from the other provisions hereof, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. The terms of this Agreement shall survive the termination of your employment with the Company, regardless of whether you resign or are terminated or the reason for any such resignation or termination.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and/or to be performed in that State, without regard to any principles of conflicts of law.
15. Third Party Beneficiaries. Each and all of the Company Parties are intended to be, and are, third party beneficiaries of this Agreement and shall be entitled to enforce this Agreement in accordance with its terms.
16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument. Facsimile, PDF, and other true and accurate copies of this Agreement shall have the same force and effect as originals hereof.
* * * * * *
To confirm your agreement with all of the terms and conditions provided herein, please sign, date, and return one copy of this Agreement, together with the Offer Letter to which it is attached.
ACCEPTED AND AGREED:
| /s/ Paul R. Goodfellow
Paul R. Goodfellow |
February 2, 2025
Date |
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Annex 1
The following parishes within the State of Louisiana: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, 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, Terrebone, Union, Vermillion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, Winn.
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Exhibit 10.2
February 2, 2025
Paul R. Goodfellow
Re: Participation Agreement – Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan
Dear Paul:
We are pleased to inform you that you have been designated as eligible to participate in the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan (as it may be amended from time to time, the “Plan”), as a Tier 1 Executive, effective as of the date that you commence serving as Talos Energy Inc.’s President and Chief Executive Officer. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of Sections 7, 8, 9, 10 and 11 of the Plan, which create certain restrictions with respect to confidentiality, non-solicitation, ownership of intellectual property, non-disparagement and post-termination cooperation. You agree that the covenants within Sections 7, 8, 9, 10 and 11 of the Plan are reasonable in all respects. You further acknowledge and agree that nothing herein shall be deemed to amend or supersede the terms of that certain Offer Letter Agreement entered into between you and the Company on or about February 2, 2025 (the “Employment Agreement”), including its Exhibit A Confidentiality and Restrictive Covenant Agreement (the “Confidentiality Agreement”), and that, to the extent there is a conflict between the restrictive covenants to which you are bound pursuant to this Participation Agreement, the Plan, the Employment Agreement, and the Confidentiality Agreement that cannot be resolved by the application of such restrictive covenants simultaneously, you acknowledge and agree that the more restrictive and Company Party protective covenant that may be enforced under applicable law shall apply.
You acknowledge and agree that the Plan and this Participation Agreement supersede all prior severance benefit policies, plans and arrangements of the Company or any other member of the Company Group (and supersedes all prior oral or written communications by the Company or any of other member of the Company Group with respect to severance benefits), and all such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect with respect to your participation therein.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Agreement and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Agreement.
Unless otherwise defined herein, capitalized terms used in this Participation Agreement shall have the meanings set forth in the Plan. This Participation Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Agreement in the space provided below and send a fully executed copy to William S. Moss III no later than February 3, 2025.
[Signature Page Follows]
| Sincerely, | ||||
| TALOS ENERGY OPERATING COMPANY LLC | ||||
| By: | /s/ William S. Moss III | |||
| Name: | William S. Moss III | |||
| Title: | President, General Counsel and Secretary | |||
| AGREED AND ACCEPTED this 2nd day of February, 2025 by: |
| /s/ Paul R. Goodfellow |
| Paul R. Goodfellow |
ANNEX A
TALOS ENERGY OPERATING COMPANY LLC
AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN
1. Purpose. Talos Energy Operating Company LLC (the “Company”), has adopted the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose employment is terminated on or after October 21, 2020 (the “Effective Date”). The Plan is intended to be maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees.
2. Definitions. For purposes of the Plan, the following terms shall have the respective meanings set forth below:
(a) “Accrued Amounts” means (i) all accrued and unpaid Base Salary through the Date of Termination, which shall be paid within 10 business days following the Date of Termination (or earlier if required by applicable law); (ii) reimbursement for all incurred but unreimbursed expenses for which an Eligible Executive is entitled to reimbursement in accordance with the expense reimbursement policies of the Company in effect as of the Date of Termination; and (iii) benefits to which an Eligible Executive may be entitled pursuant to the terms of any plan or policy sponsored by the Company or any of its Affiliates as in effect from time to time.
(b) “Affiliate” means with respect to any person, any other person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.
(c) “Applicable March 15” means March 15 of the calendar year following the calendar year in which the Date of Termination occurs.
(d) “Applicable Period” means (i) with respect to each Tier 1 Executive, a period of 24 months beginning on the Eligible Executive’s Date of Termination; and (ii) with respect to each Tier 2 Executive, a period of 18 months beginning on the Eligible Executive’s Date of Termination.
(e) “Applicable Severance Multiple” means (i) with respect to each Tier 1 Executive, 2.0; and (ii) with respect to each Tier 2 Executive, 1.5.
(f) “Applicable CIC Severance Multiple” means (i) with respect to each Tier 1 Executive, 2.5; and (ii) with respect to each Tier 2 Executive, 2.0.
(g) “Base Salary” means the amount an Eligible Executive is entitled to receive as base salary on an annualized basis, calculated as of the Date of Termination, including any amounts that an Eligible Executive could have received in cash had he not elected to contribute to an employee benefit plan maintained by the Company, but excluding all annual cash incentive awards, bonuses, equity awards, and incentive compensation payable by the Company as consideration for an Eligible Executive’s services. Notwithstanding the foregoing, in the event of a reduction in an Eligible Executive’s Base Salary resulting in such Eligible Executive’s resignation for Good Reason, for purposes of determining such Eligible Executive’s Severance Amount, such Eligible Executive’s Base Salary shall be deemed to be that in effect immediately prior to such reduction.
(h) “Board” means the Board of Directors of Talos Energy Inc.
(i) “Cause” means (i) an Eligible Executive’s material breach of the Plan or any other written agreement between such Eligible Executive and one or more members of the Company Group, including such Eligible Executive’s breach of any representation, warranty or covenant made under any such agreement; (ii) an Eligible Executive’s material breach of any law applicable to the workplace or employment relationship, or an Eligible Executive’s material breach of any material policy or code of conduct established by a member of the Company Group and applicable to such Eligible Executive, including the Company’s policies on discrimination, harassment and sexual harassment; (iii) an Eligible Executive’s gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of such Eligible Executive; (iv) the commission by an Eligible Executive of, or conviction or indictment of an Eligible Executive for, or plea of nolo contendere by an Eligible Executive to, any felony (or state law equivalent) or any crime involving moral turpitude; or (v) an Eligible Executive’s willful failure or refusal, other than due to Disability, to perform such Eligible Executive’s obligations pursuant to the Plan or to follow any lawful directive from the Company, as determined by the Company; provided, however, that if such Eligible Executive’s actions or omissions as set forth in the preceding clause (v) are of such a nature that the Company determines that they are curable by such Eligible Executive, such actions or omissions must remain uncured 30 days after the Company first provided Employee written notice of the obligation to cure such actions or omissions.
(j) “Change in Control” has the meaning assigned to such term in the LTIP, as in effect from time to time.
(k) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
(l) “COBRA Continuation Period” means the period beginning on the first day of the first calendar month following such Eligible Executive’s Date of Termination and continuing for a number of months thereafter equal to such Eligible Executive’s Applicable Period; provided, however, that the COBRA Continuation Period shall immediately terminate upon the earlier of (i) the time such Eligible Executive becomes eligible to be covered under a group health plan sponsored by another employer (and such Eligible Executive shall promptly notify the Company in the event that such Eligible Executive becomes so eligible) or (ii) the date such Eligible Executive is no longer eligible to receive COBRA continuation coverage.
(m) “Code” means the Internal Revenue Code of 1986, as amended.
(n) “Committee” means the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan.
(o) “Company Group” means Talos Energy Inc. and each of its direct and indirect subsidiaries, including the Company.
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(p) “Confidential Information” means all trade secrets, non-public information, proprietary information, knowledge, data, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by or disclosed to an Eligible Executive, individually or in conjunction with others, during the period that the Eligible Executive is employed by the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to any member of the Company Group’s businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, proposals, products, marketing, selling, budgets, licenses, prices, transactions, costs, recipes, production techniques, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks). Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Company Group, and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to the Plan. For purposes of the Plan, Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of the Eligible Executive or any of the Eligible Executive’s agents; (ii) was available to the Eligible Executive on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to the Eligible Executive on a non-confidential basis from a source other than a member of the Company Group; provided, however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group.
(q) “Date of Termination” means the effective date of the termination of an Eligible Executive’s employment with the Company and its Affiliates, as applicable, such that the Eligible Executive is no longer employed by the Company or any of its Affiliates.
(r) “Disability” means an Eligible Executive is unable to perform the essential functions of such Eligible Executive’s position (after accounting for reasonable accommodation, if applicable and required by applicable law), due to physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of 120 consecutive days or 180 days, whether or not consecutive (or for any longer period as may be required by applicable law), in any 12-month period. The determination of whether an Eligible Executive has incurred a Disability shall be made in good faith by the Company.
(s) “Eligible Executive” means any employee of the Company or an Affiliate of the Company who (i) is designated by the Committee as an “Eligible Executive” who is eligible to participate in the Plan; (ii) has executed and returned a Participation Agreement to the Company; (iii) is not covered under any other severance plan, policy, program or arrangement sponsored or maintained by the Company or any of its Affiliates; and (iv) is not a party to an employment or severance agreement with the Company or any of its Affiliates pursuant to which such employee is eligible for severance payments or benefits. The Committee shall have the sole discretion to determine whether an employee is an Eligible Executive. Eligible Executives shall be limited to a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA.
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(t) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(u) “Good Reason” means (i) a material diminution in an Eligible Executive’s Base Salary or authority, duties or responsibilities with the Company or its Affiliates; (ii) a material breach by the Company of any of its obligations under the Plan; or (iii) a relocation of the geographic location of an Eligible Executive’s principal place of employment by more than 50 miles from the location of such Eligible Executive’s principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition giving rise to such Eligible Executive’s termination of employment must have arisen without such Eligible Executive’s consent; (B) such Eligible Executive must provide written notice to the Company of the existence of such condition(s) within 30 days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company’s receipt of such written notice; and (D) the date of such Eligible Executive’s termination of employment must occur within 90 days after the initial occurrence of the condition(s) specified in such notice.
(v) “LTIP” means the Talos Energy Inc. Long Term Incentive Plan, as the same may be amended, restated or otherwise modified from time to time or any successor plan thereto.
(w) “Participation Agreement” means the participation agreement delivered to each Eligible Executive by the Committee prior to his or her entry into the Plan evidencing the Eligible Executive’s agreement to participate in the Plan and to comply with all terms, conditions and restrictions within the Plan.
(x) “Prior Year Annual Bonus” means any earned but unpaid annual cash bonus that an Eligible Executive earned for the fiscal year of the Company ending prior to the Date of Termination.
(y) “Prohibited Period” means the period during which an Eligible Executive is employed by the Company or any of its Affiliates and continuing through the last day of the Eligible Executive’s Applicable Period following the Eligible Executive’s Date of Termination.
(z) “Pro-Rata Annual Bonus” means an amount equal to the annual cash bonus that an Eligible Executive would have been entitled to receive for the fiscal year of the Company in which the Date of Termination occurs based on actual performance (as determined by the Committee following the end of such fiscal year in accordance with the LTIP or any successor plan thereto), multiplied by a fraction, the numerator of which is the number of days in such fiscal year during which such Eligible Executive was employed by the Company and its Affiliates, and the denominator of which is 365.
(aa) “Qualifying Termination” means the termination of an Eligible Executive’s employment (i) by the Company without Cause (which, for the avoidance of doubt, does not include a termination due to death or Disability); or (ii) due to an Eligible Executive’s resignation for Good Reason.
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(aa) “Release Requirement” means the requirement that an Eligible Executive execute and deliver to the Company a general release of claims, in a form acceptable to the Company, on or prior to the date that is 21 days following the date upon which the Company delivers the release to an Eligible Executive (which shall occur no later than seven days following the Date of Termination) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is 45 days following such delivery date. Notwithstanding the foregoing or any other provision in the Plan to the contrary, the Release Requirement shall not be considered satisfied if the release described in the preceding sentence is revoked by the Eligible Executive within any time provided by the Company for such revocation.
(bb) “Section 409A” means Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including any such regulations or guidance that may be amended or issued after the Effective Date.
(cc) “Severance Amount” means, with respect to an Eligible Executive, an amount equal to the product of (i) the Applicable Severance Multiple or, in the event of a Qualifying Termination that occurs within the 24-month period following a Change in Control, the Applicable CIC Severance Multiple and (ii) the sum of such Eligible Executive’s (A) Base Salary and (B) Target Annual Bonus.
(dd) “Target Annual Bonus” means the target amount of an Eligible Executive’s annual cash bonus immediately prior to the Date of Termination; provided, however, in the event such Date of Termination occurs during the 24 months following a Change in Control, the Target Annual Bonus shall mean the greater of (i) the target amount of an Eligible Executive’s annual cash bonus immediately prior to the Date of Termination and (ii) the target amount of an Eligible Executive’s annual cash bonus immediately prior to the Change in Control.
(ee) “Tier” means an “Executive Tier” used for purposes of determining the level of severance benefits an Eligible Executive is eligible to receive. Each Eligible Executive shall be designated by the Committee as a Tier 1 Executive or a Tier 2 Executive.
3. Administration of the Plan.
(a) Administration by the Committee. The Committee shall be responsible for the management and control of the operation and the administration of the Plan, including interpretation of the Plan, decisions pertaining to eligibility to participate in the Plan, computation of severance benefits, granting or denial of severance benefit claims and review of claims denials. The Committee has absolute discretion in the exercise of its powers and responsibilities. For this purpose, the Committee’s powers shall include the following authority, in addition to all other powers provided by the Plan:
(i) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;
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(ii) to interpret the Plan, the Committee’s interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan;
(iii) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan, and to designate each Eligible Executive as either a Tier 1 Executive or a Tier 2 Executive;
(iv) to make a determination as to the right of any person to a benefit under the Plan (including to determine whether and when there has been a termination of an Eligible Executive’s employment and the cause of such termination);
(v) to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan;
(vi) to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing;
(vii) to sue or cause suit to be brought in the name of the Plan; and
(viii) to obtain from the Company, its Affiliates and from Eligible Executives such information as is necessary for the proper administration of the Plan.
(b) Indemnification of the Committee. The Company shall, without limiting any rights that the Committee may have under the Company’s charter or bylaws, applicable law or otherwise, indemnify and hold harmless the Committee and each member thereof (and any other individual acting on behalf of the Committee or any member thereof) against any and all expenses and liabilities arising out of such person’s administrative functions or fiduciary responsibilities, excepting only expenses and liabilities arising out of the person’s own gross negligence or willful misconduct. Expenses against which such person shall be indemnified hereunder include the amounts of any settlement, judgment, attorneys’ fees, costs of court, and any other related charges reasonably incurred in connection with a claim, proceeding, settlement, or other action under the Plan.
(c) Compensation and Expenses. The Committee shall not receive additional compensation with respect to services for the Plan. To the extent required by applicable law, but not otherwise, the Committee shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of the Plan, including the cost of furnishing bond, shall be paid by the Company.
(d) Plan Year. The plan year for the Plan shall be the 12-month period beginning each January 1; provided, however, that the first plan year for the Plan shall begin on the Effective Date and shall end on December 31, 2018.
4. Eligibility. Only individuals who are Eligible Executives may participate in the Plan. The Committee has full and absolute discretion to determine and select which employees of the Company and its Affiliates are Eligible Executives. Once an employee has been designated as an Eligible Executive, he or she shall automatically continue to be an Eligible Executive until he or she ceases to be an employee or is removed as an Eligible Executive by the Committee;
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provided, however, that if an employee is an Eligible Executive as of the date of a Change in Control, then he or she may not be removed as an Eligible Executive by the Committee during the 12-month period following the date of such Change in Control. The Plan shall supersede all prior practices, policies, procedures and plans relating to severance benefits from the Company and its Affiliates with respect to the Eligible Executives.
5. Plan Benefits.
(a) Qualifying Termination. In the event an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to a Qualifying Termination, such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive satisfies the Release Requirement and abides by the terms of Sections 7, 8, 9, 10 and 11 below, such Eligible Executive shall also be entitled to receive:
(i) A lump sum severance payment to such Eligible Executive in an amount equal to the Severance Amount, payable on or prior to the Company’s first regularly scheduled pay date that on or after the date that is 60 days after such Eligible Executive’s Date of Termination;
(ii) The Prior Year Annual Bonus, if applicable, payable in a lump sum at the time annual bonuses for such prior fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15;
(iii) A Pro-Rata Annual Bonus for the fiscal year of the Company in which the Date of Termination occurs, payable in a lump sum at the time annual bonuses for such fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15; and
(iv) If such Eligible Executive timely and properly elects to continue coverage for such Eligible Executive and such Eligible Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, similar in the amounts and types of coverage provided under the Company’s group health plans to such Eligible Executive prior to such Eligible Executive’s Date of Termination, then during the COBRA Continuation Period (as defined below), the Company shall provide a subsidy, which subsidy shall be paid directly to the applicable COBRA administrator, on a monthly basis for the difference between the amount such Eligible Executive pays to effect and continue such coverage and the employee contribution amount that active executive employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Notwithstanding anything in the preceding provisions of this Section 5(a)(iv) to the contrary, (A) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain such Eligible Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (B) if the provision of the benefit described in this Section 5(a)(iv) cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and such Eligible Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to such Eligible Executive without such adverse impact on the Company. If such Eligible Executive has not become eligible to be covered under a group health plan sponsored by another employer by the earlier of end of the COBRA Continuation Period or December 1 of the calendar
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year following the calendar year in which such Eligible Executive’s Date of Termination occurs (such earlier date being the “COBRA Payment Trigger Date”), then, on the Company’s first regularly scheduled pay date following the COBRA Payment Trigger Date (but in no event later than December 31 of the calendar year following the calendar year in which the such Eligible Executive’s Date of Termination occurs), the Company shall pay to Executive a lump sum cash payment equal to (A) the difference between the amount such Eligible Executive paid to effect and continue coverage for such Eligible Executive and his or her spouse and eligible dependents and the employee contribution amount that active executive employees of the Company pay for the same or similar coverage under such group health plans, if any, under the Company’s group health plan for the complete calendar month next preceding the COBRA Payment Trigger Date, multiplied by (B) the number of complete calendar months remaining in such Eligible Executive’s Applicable Period.
(b) Termination as a Result of Death or Disability. In the event an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to such Eligible Executive’s death or Disability, such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive (or the executor of such Eligible Executive’s estate or such Eligible Executive’s legal guardian, as applicable) satisfies the Release Requirement and abides by the terms of Sections 7, 8, 9, 10 and 11 below, such Eligible Executive shall also be entitled to receive:
(i) The Prior Year Annual Bonus, if applicable, payable in a lump sum at the time annual bonuses for such prior fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15; and
(ii) A Pro-Rata Annual Bonus for the fiscal year of the Company in which the Date of Termination occurs, payable in a lump sum at the time annual bonuses for such fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15.
(c) Other Non-Qualifying Terminations of Employment. In the event that an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates terminates other than pursuant to a Qualifying Termination or as a result of death or Disability, then all compensation and benefits to such Eligible Executive shall terminate contemporaneously with such termination of employment, except that such Eligible Executive shall be entitled to the Accrued Amounts.
(d) After-Acquired Evidence. Notwithstanding any provision of the Plan to the contrary, in the event that the Company determines that an Eligible Executive is eligible to receive the Severance Amount and other severance benefits pursuant to Sections 5(a) and (b) but, after such determination, the Company subsequently acquires evidence or determines that: (i) such Eligible Executive has failed to abide by the terms of Sections 7, 8, 9, 10 or 11; or (ii) a Cause condition existed prior to the Date of Termination that, had the Company been fully aware of such condition, would have given the Company the right to terminate such Eligible Executive’s employment for Cause, then the Company shall have the right to cease the payment of the Severance Amount and to cease providing any other severance benefits under Sections 5(a) and (b), and such Eligible Executive shall promptly return to the Company any payment of the Severance Amount and any other severance benefits received by such Eligible Executive prior to the date that the Company determines that the conditions of this Section 5(d) have been satisfied.
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6. Certain Excise Taxes. Notwithstanding anything to the contrary in the Plan, if an Eligible Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in the Plan, together with any other payments and benefits which such Eligible Executive has the right to receive from the Company or any of its Affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in the Plan shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by such Eligible Executive from the Company and its Affiliates will be one dollar ($1.00) less than three times such Eligible Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by such Eligible Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after- tax position to such Eligible Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its Affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times such Eligible Executive’s base amount, then such Eligible Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Company to be responsible for, or have any liability or obligation with respect to, such Eligible Executives’ excise tax liabilities under Section 4999 of the Code.
7. Confidentiality. During the period in which an Eligible Executive participates in the Plan, the Eligible Executive shall be provided with, and will have access to, Confidential Information. In consideration of such Eligible Executive’s receipt of Confidential Information and access to such Confidential Information and in exchange for other valuable consideration provided hereunder, and as a condition to participation in the Plan, each Eligible Executive shall be subject to the covenants and restrictions in this Section 7 and in Sections 8, 9, 10, 11 and 12.
(a) In General. Both during the period in which an Eligible Executive is employed by or affiliated with the Company and thereafter, except as expressly permitted by the Plan or by directive of the Board, the Eligible Executive shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Each Eligible Executive acknowledges and agrees that such Eligible Executive would inevitably use and disclose Confidential Information in violation of this Section 7 if such Eligible Executive were to violate any of the covenants set forth in Section 8. Each Eligible Executive shall follow all Company policies and protocols regarding the physical security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). The covenants of this Section 7(a) shall apply to all Confidential Information, whether now known or later to become known to an Eligible Executive during the period that such Eligible Executive is employed by or affiliated with the Company or any other member of the Company Group.
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(b) Permitted Disclosures. Notwithstanding any provision of Section 7(a) to the contrary, an Eligible Executive may make the following disclosures and uses of Confidential Information: (i) disclosures to other employees of the Company Group who have a need to know the information in connection with the businesses of the Company Group; (ii) disclosures to customers and suppliers when, in the reasonable and good faith belief of the Eligible Executive, such disclosure is in connection with the Eligible Executive’s performance of his or her duties for the Company and is in the best interests of the Company; (iii) disclosures and uses that are approved in writing by the Company; or (iv) disclosures to a person or entity that has (A) been retained by a member of the Company Group to provide services to one or more members of the Company Group and (B) agreed in writing to abide by the terms of a confidentiality agreement.
(c) Return of Confidential Information. Upon the termination of the Eligible Executive’s employment with the Company and at any other time upon request of the Company, an Eligible Executive shall promptly surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information and any other Company Group property (including any Company Group-issued computer, mobile device or other equipment) in the Eligible Executive’s possession, custody or control and the Eligible Executive shall not retain any such documents or other materials or property of the Company Group. Within 10 days of any such request, the Eligible Executive shall certify to the Company in writing that all such documents, materials and property have been returned to the Company.
(d) Additional Permitted Disclosures. Nothing in the Plan (whether in this Section 7 or otherwise) shall prohibit or restrict an Eligible Executive from lawfully (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to such Eligible Executive individually from any such Governmental Authorities; (iii) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law; or (v) making disclosures to such Eligible Executive’s retained attorneys for the purposes of seeking legal advice as to such Eligible Executive’s rights and obligations under the Plan and/or relating to legal recourse for possible violations of the Plan or any law by the Company. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an Eligible Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to such Eligible Executive’s attorney in relation to a lawsuit for retaliation against such Eligible Executive for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does the Plan require an Eligible Executive to obtain prior authorization from any member of the Company Group before engaging in any conduct described in this Section 7(d), or to notify any member of the Company Group that such Eligible Executive has engaged in any such conduct.
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8. Non-Solicitation.
(a) Access to Confidential Information and Development of Goodwill. The Company shall provide each Eligible Executive access to Confidential Information for use only during the period during which such Eligible Executive is employed by the Company, and each Eligible Executive acknowledges and agrees that the Company will be entrusting the Eligible Executive, in his unique and special capacity, with developing the goodwill of the Company, and in consideration thereof and in consideration of the Company providing the Eligible Executive with access to Confidential Information and as an express incentive for the Company to allow the Eligible Executive to participate in the Plan, the Eligible Executive has voluntarily agreed to the covenants set forth in this Section 8. Each Eligible Executive further agrees and acknowledges that the limitations and restrictions set forth herein are reasonable in all respects and not oppressive, will not cause the Eligible Executive undue hardship, and are material and substantial parts of the Plan intended and necessary to protect the Confidential Information, goodwill and substantial and legitimate business interests.
(b) Restrictions. During the Prohibited Period, an Eligible Executive shall not, without the prior written approval of the Company, directly or indirectly, for the Eligible Executive or on behalf of or in conjunction with any other person or entity of any nature, solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
(c) Enforcement. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 7 and this Section 8, and because of the immediate and irreparable damage that would be caused to members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
9. Ownership of Intellectual Property. The Company shall own, and, by agreeing to participate in the Plan, each Eligible Executive assigns, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored, created, contributed to, made or conceived or reduced to practice, in whole or in part, by the Eligible Executive during the period in which the Eligible Executive is or has been employed by or affiliated with the Company or any other member of the Company Group that either (a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount of the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and the Eligible Executive shall promptly disclose all Company Intellectual Property to the Company. All of each Eligible Executive’s works of
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authorship and associated copyrights created during the period in which the Eligible Executive is employed by or affiliated with the Company or any other member of the Company Group and in the scope of the Eligible Executive’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Each Eligible Executive shall perform, during and after the period in which the Eligible Executive is or has been employed by or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company to assist each member of the Company Group, at the Company’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property.
10. Non-Disparagement. Each Eligible Executive shall refrain, both during the Eligible Executive’s employment with the Company and thereafter, from publishing any oral or written statements about the Company, any member of the Company Group or any of their respective directors, officers, employees, consultants, agents or representatives that (a) are slanderous, libelous or defamatory, (b) disclose Confidential Information of or regarding the Company’s or any member of the Company Group’s business affairs, directors, officers, managers, members, employees, consultants, agents or representatives, or (c) place the Company, any member of the Company Group or any of their respective directors, officers, managers, members, employees, consultants, agents or representatives in a false light before the public.
11. Defense and Pursuit of Claims. An Eligible Executive shall, following the termination of his or her employment, cooperate with the Company Group and its counsel in any litigation or human resources matters in which such Eligible Executive may be a witness or potential witness or with respect to which such Eligible Executive may have knowledge of relevant facts or evidence. The Company shall reimburse such Eligible Executive for reasonable and necessary expenses incurred in the course of complying with this Section 11 provided that the Eligible Executive provides reasonable documentation of the same and obtains the Company’s prior approval for incurring such expenses.
12. Enforcement. Money damages would not be a sufficient remedy for any breach of Sections 7, 8, 9, 10 or 11 by an Eligible Executive, and any member of the Company Group shall be entitled to enforce the provisions of such Sections by terminating payments or additional benefits then owing to the Eligible Executive and to specific performance, injunctive relief and other equitable relief, without bond, as remedies for such breach or any threatened breach. In addition, in the event of a breach by an Eligible Executive, the Eligible Executive shall repay to the Company any and all payments received or paid or deemed paid by the Company for the benefit of the Eligible Executive pursuant to the Plan. Such remedies shall not be deemed the exclusive remedies for a breach of Sections 7, 8, 9, 10 or 11, but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Eligible Executive and the Eligible Executive’s agents. This Section 12 and Sections 7, 8, 9, 10 or 11, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific section (or portion thereof) shall not affect the provisions of any other section (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and the Plan shall thereby be reformed.
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13. Claims Procedure and Review.
(a) Filing a Claim. Any Eligible Executive that the Committee determines is entitled to severance benefits under the Plan is not required to file a claim for benefits. Any Eligible Executive (i) who is not paid severance benefits hereunder and who believes that he or she is entitled to severance benefits hereunder or (ii) who has been paid severance benefits hereunder and believes that he or she is entitled to greater benefits hereunder may file a claim for severance benefits under the Plan in writing with the Committee.
(b) Initial Determination of a Claim. If a claim for severance benefits hereunder is wholly or partially denied, the Committee shall, within a reasonable period of time but no later than 90 days after receipt of the claim (or 180 days after receipt of the claim if special circumstances require an extension of time for processing the claim), notify the claimant of the denial. Such notice shall (i) be in writing, (ii) be written in a manner calculated to be understood by the claimant, (iii) contain the specific reason or reasons for denial of the claim, (iv) refer specifically to the pertinent Plan provisions upon which the denial is based, (v) describe any additional material or information necessary for the claimant to perfect the claim (and explain why such material or information is necessary), and (vi) describe the Plan’s claim review procedures and time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
(c) Appeal of a Denied Claim. Within 60 days of the receipt by the claimant of this notice, the claimant may file a written appeal with the Committee. In connection with the appeal, the claimant may review Plan documents and may submit written issues and comments. The Committee shall deliver to the claimant a written decision on the appeal promptly, but not later than 60 days after the receipt of the claimant’s appeal (or 120 days after receipt of the claimant’s appeal if there are special circumstances which require an extension of time for processing). Such decision shall (i) be in writing, (ii) be written in a manner calculated to be understood by the claimant, (iii) include specific reasons for the decision, (iv) refer specifically to the Plan provisions upon which the decision is based, (v) state that the claimant is entitled to receive, on request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claimant’s claim for benefits, and (vi) a statement of the Participant’s right to bring an action under Section 502(a) of ERISA. If special circumstances require an extension of up to 180 days for an initial claim or 120 days for an appeal, whichever applies, the Committee shall send written notice of the extension. This notice shall indicate the special circumstances requiring the extension and state when the Committee expects to render the decision.
(d) The benefits claim procedure provided in this Section 13 is intended to comply with the provisions of 29 C.F.R. §2560.503-1. All provisions of this Section 13 shall be interpreted, construed, and limited in accordance with such intent.
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14. General Provisions.
(a) Taxes. The Company is authorized to withhold from all payments made hereunder amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Company may deem advisable to enable the Company and the Eligible Executive to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under the Plan.
(b) No Mitigation. No Eligible Executive shall have any duty to mitigate the amounts payable under the Plan by seeking or accepting new employment or self-employment following a Qualifying Termination.
(c) Offset. The Company may set off against, and each Eligible Executive authorizes the Company to deduct from, any payments due to the Eligible Executive, or to his or her estate, heirs, legal representatives, or successors, any amounts which may be due and owing to the Company or an Affiliate of the Company by the Eligible Executive, whether arising under the Plan or otherwise; provided, however, that no such offset may be made with respect to amounts payable that are subject to the requirements of Section 409A unless the offset would not result in a violation of the requirements of Section 409A.
(d) Amendment and Termination. Prior to a Change in Control, the Plan may be amended or modified in any respect, and may be terminated, in any such case, by the Board; provided, however, that the Plan may not be amended, modified or terminated in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is an Eligible Executive under the Plan at such time, (i) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control and who effectuates a Change in Control, or (ii) otherwise in connection with, or in anticipation of, a Change in Control that actually occurs, and any such attempted amendment, modification or termination shall be null and void ab initio. Any action taken to amend, modify or terminate the Plan which is taken subsequent to the execution of an agreement providing for a transaction or transactions which, if consummated, would constitute a Change in Control shall conclusively be presumed to have been taken in connection with a Change in Control. For the duration of the 12-month period following a Change in Control, the Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is an Eligible Executive under the Plan on the date a Change in Control occurs.
(e) Successors. The Plan will be binding upon any successor to the Company, its assets, its businesses or its interest (whether as a result of the occurrence of a Change in Control or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place. All payments and benefits that become due to an Eligible Executive under the Plan will inure to the benefit of his or her heirs, assigns, designees or legal representatives.
(f) Transfer and Assignment. Neither an Eligible Executive nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable under the Plan prior to the date that such amounts are paid.
(g) Unfunded Obligation. All benefits due an Eligible Executive under the Plan are unfunded and unsecured and are payable out of the general assets of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Eligible Executives shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor.
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(h) Severability. If any provision of the Plan (or portion thereof) is held to be illegal or invalid for any reason, the illegality or invalidity of such provision (or portion thereof) will not affect the remaining provisions (or portions thereof) of the Plan, but such provision (or portion thereof) will be fully severable and the Plan will be construed and enforced as if the illegal or invalid provision (or portion thereof) had never been included herein.
(i) Section 409A. The Plan is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan, payments provided under the Plan may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under the Plan that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Any payments to be made under the Plan upon the termination of an Eligible Executive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Each installment payment under the Plan is intended to be a separate payment for purposes of Section 409A. Notwithstanding any provision in the Plan to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if an Eligible Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of such Eligible Executive’s death or (ii) the date that is six months after such Eligible Executive’s Date of Termination (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to such Eligible Executive (or such Eligible Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Plan are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by any Eligible Executive on account of non-compliance with Section 409A.
(j) Governing Law; Submission to Jurisdiction. All questions arising with respect to the provisions of the Plan and payments due hereunder will be determined by application of the laws of the State of Texas, without giving effect to any conflict of law provisions thereof, except to the extent preempted by federal law (including ERISA, which is the federal law that governs the Plan, the administration of the Plan and any claims made under the Plan). Any action to obtain emergency, temporary or preliminary injunctive relief as permitted by Sections 8 and 12 will be brought only in the state and federal courts residing in, or with jurisdiction over, Harris County, Texas. The Eligible Executives recognize that such forum and venue is convenient.
(k) Status. The Plan is intended to qualify for the exemptions under Title I of ERISA provided for plans that are unfunded and maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees.
(l) Third-Party Beneficiaries. Each Affiliate of the Company shall be a third- party beneficiary of the Eligible Executive’s covenants and obligations under Sections 7, 8, 9, 10, 11 and 12 and shall be entitled to enforce such obligations as if a party hereto.
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(m) No Right to Continued Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Company or any of its Affiliates and any person, or to have any impact whatsoever on the at-will employment relationship between the Company or any of its Affiliates and the Eligible Executives. Nothing in the Plan shall be deemed to give any person the right to be retained in the employ of the Company or any of its Affiliates for any period of time or to restrict the right of the Company or any of its Affiliates to terminate the employment of any person at any time.
(n) 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. Unless the context requires otherwise, all references herein to an agreement, plan, instrument or other document shall be deemed to refer to such agreement, plan, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Plan, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither the Plan nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, the Plan has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.
(o) Overpayment. If, due to mistake or any other reason, a person receives severance payments or benefits under the Plan in excess of what the Plan provides, such person shall repay the overpayment to the Company in a lump sum within 30 days of notice of the amount of overpayment. If such person fails to so repay the overpayment, then without limiting any other remedies available to the Company, the Company may deduct the amount of the overpayment from any other amounts which become payable to such person under the Plan or otherwise.
(p) Clawback. Any amounts payable under the Plan are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Eligible Executive. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with applicable laws, regulations, and securities exchange listing standards.
(q) Agent for Service of Legal Process. Legal process may be served on the Committee, which is the plan administrator, at the following address: Compensation Committee of the Board of Directors, c/o Talos Energy Inc., 333 Clay St., Suite 3300, Houston, Texas 77002.
[Remainder of Page Intentionally Blank]
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Exhibit 99.1
Talos Energy Appoints Paul Goodfellow as President, Chief Executive Officer and Board Member
Houston, Texas, February 3, 2025—Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced that it has appointed Paul Goodfellow as President, Chief Executive Officer and a member of the Talos Board of Directors, effective March 1, 2025.
Mr. Goodfellow is a highly accomplished executive with over thirty years of domestic and international experience in the oil and natural gas industry during a distinguished career at Shell, where he began in 1991. During his tenure at Shell, Mr. Goodfellow held various senior executive roles, including leading Shell’s global deepwater business, which included the U.S. Gulf of Mexico, Offshore Mexico, Brazil, West Africa, Malaysia, the North Sea and other international areas. Additionally, he held positions overseeing Shell’s global drilling, completion and well intervention organization and served as a key member of the Projects & Technology and Upstream leadership teams.
He is currently Executive Vice President and Group Chief Internal Auditor, overseeing Shell’s internal audit function. Mr. Goodfellow was appointed to the Board of Directors for Shell Midstream Partners (formerly NYSE: SHLX) in October 2014, became Chairman in October 2019 and transitioned from those roles in August 2023. From April 2019 to August 2023, he led Shell’s global deepwater business as Executive Vice President, Deep Water. He has also served as Executive Vice President, Wells, Vice President and Managing Director, UK and Ireland and Vice President, Unconventionals US and Canada.
Mr. Goodfellow holds a doctorate and an undergraduate degree from the Camborne School of Mines in the UK. He is also a member of the Institute of Mining and Metallurgy and the Society of Petroleum Engineers.
Paul Goodfellow said, “I appreciate the confidence the Board of Directors has shown in selecting me to lead Talos with its strong asset base and solid balance sheet. I look forward to working with the Board, senior management, and its dedicated employees as we develop and execute a strategy to drive performance and maximize value for our shareholders. During my first 100 days at Talos, I plan to gain a deeper understanding of our business and identify the key drivers of Talos’s success. Additionally, I will collaborate with the leadership team to define the next phase of our growth and develop a strategic plan. Once this process is complete, we plan to announce our new strategic plan.”
“I am very pleased to welcome Paul to Talos,” said Neal P. Goldman, Chairman of Talos’s Board of Directors. “The Board of Directors is confident that his extensive oil and natural gas experience, particularly in deepwater operations, along with his strategic judgment, performance track record and seasoned perspective, will be key in continuing to drive Talos’s strategy. Under Paul’s leadership, we expect to remain focused on leveraging our strengths in deepwater exploration and development to create compelling value for all shareholders.”
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven, innovative, independent energy company focused on maximizing long-term value through its Upstream Exploration & Production business in the United States Gulf of Mexico and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while maintaining a focus on safe and efficient operations, environmental responsibility, and community impact. For more information, visit www.talosenergy.com.
INVESTOR RELATIONS CONTACT
Clay Jeansonne
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This communication may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this communication, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, quality of assets, prospects, plans and objectives of the Board and management are forward-looking statements. When used in this communication, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
| TALOS ENERGY INC. | 333 Clay St., Suite 3300, Houston, TX 77002 |
Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.
| TALOS ENERGY INC. | 333 Clay St., Suite 3300, Houston, TX 77002 |