“Vesting Date” shall mean, with respect to the Mandatory DSUs credited to a Director’s Stock Unit Account pursuant to [Section 4(a)] of the Plan, the Annual Meeting Date next following the Annual Meeting Date on which such Mandatory DSUs were credited.

Effective Date of the Plan. The original effective date of the Plan was ​, the date of its adoption by the Board, subject to approval by the shareholders of Energen holding not less than a majority of the shares present and voting at its ​ Annual Meeting. From time to time the Board has made amendments to the Plan that require shareholder approval for effectiveness and the shareholders of Energen have approved such amendments, each of which is deemed to be a re-adoption by the Board and re-approval by the shareholders of the Plan for the purposes of Code Section 422(b)(2). The “ISO Effective Date” is the earlier of the dates of such re-adoption and re-approval of the most recent shareholder approved Plan amendment or restatement.

upon the Company's registration of a reduction in the nominal value of the Ordinary Shares to ​ or lower with the Geneva commercial register (the Grant Date). Such registration is subject to the approval of a reduction in nominal value by the Company's shareholders at a general meeting.

Upon the unanimous agreement of the Parties hereto and the approval by the shareholders (meeting) of Party A, the Parties hereto may make amendments or supplements to this Agreement and take all necessary steps and actions, at their cost, to make such amendments or supplements legal and effective.

“Payment Year” means a Director’s annual term of service, which is the period beginning on the day after an annual shareholders meeting of the Company and ending on the date of the subsequent year’s annual shareholders meeting.

Effective Date. The effective date of the Plan shall be the date of its adoption by the Board, subject only to the approval by the affirmative vote of a majority of the votes cast at a meeting of shareholders at which a quorum is present to be held within twelve (12) months of such adoption. No Options or Awards shall vest hereunder unless such shareholder approval is obtained.

Amendment. The Board may at any time terminate, amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would adversely affect the rights of a Participant under an Award theretofore granted without the Participant’s consent, except such an amendment # made to avoid an expense charge to the Company or an Affiliate under applicable law or regulation, # made to permit the Company or an Affiliate a deduction under the Code, or # made to avoid the violation of Section 409A of the Code. No such amendment or alteration shall be made without the approval of a majority vote of the Company’s shareholders, present in person or by proxy at any special or annual meeting of the shareholders to the extent such approval is required by law, agreement or the rules of any stock exchange or market on which the Stock is listed.

Mandatory DSUs. The Specified Percentage of each Director’s Annual Retainer shall be provided by the Company in the form of Deferred Stock Units (the “Mandatory DSUs”) on each Annual Meeting Date as of which the Director is elected or reelected to the Board. The number of Mandatory DSUs to be credited to the Director’s Stock Unit Account on an Annual Meeting Date shall be determined by dividing # the product of the Annual Retainer and the Specified Percentage for the applicable year (expressed as a dollar amount) by # the Fair Market Value on the Annual Meeting Date.

Section # Approval of Shareholders. The Plan shall be subject to approval by the Corporation’s shareholders. Any Shares granted prior to the date such approval is obtained shall be granted contingent on such approval and shall be void ab initio in the event such approval is not obtained.

Meeting to be held every four months thereafter until either # such Stockholder Approval is obtained or # the Company fails to obtain the Stockholder Approval at the annual stockholder meeting of the Company in ​.