Participation. Participants in the Plan shall be selected by the Committee from those Employees who, in the judgment of the Committee, have significantly contributed or can be expected to significantly contribute to Energen’s success; provided, however, that the Committee may delegate to one or more officers of Energen and/or its Subsidiaries the authority to select and make Awards to Participants (who shall not include “covered employees” within the meaning of Code Section 162(m)(3), officers or directors of Energen or its Subsidiaries), provided that such delegation must be made pursuant to a resolution of the Committee specifying the maximum aggregate number of shares of Common Stock that may be subject to Awards by such officer(s).

Participation. No employee shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant.

Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

Participation. As a condition to becoming a Participant and being entitled to the benefits and protections provided under the Plan, each Eligible Employee must execute and deliver to the Company, within 30 days after the later of the Effective Date and the date such individual is designated by the Committee as an Eligible Employee, a written agreement in the form attached hereto as [Exhibit I] (or in such other form as may be satisfactory to the Company) to be bound by the restrictive covenants set forth in Article VII. [Schedules A], B and C hereto list the Eligible Employees who have satisfied the conditions for Plan participation and the date as of which each such Eligible Employee became a Participant. The Committee shall cause [Schedules A], B and C to be updated from time to time to reflect the Participants who are currently participating in the Plan. An employee who becomes an Eligible Employee on or after January 1, 2014 shall become a [Schedule C] Participant. However, if an Eligible Employee is newly hired or promoted into a position reflected on [Schedule B] as of June 6, 2014, the Eligible Employee shall become a [Schedule A] Participant.

Participation. Subject to [Section 3.2], as well as the remaining terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

Participation. This Plan shall apply to all employees (“Participants”) who are provided with and who sign an individual Compensation Plan (“Compensation Plan” and, together with this Sales Incentive Plan, the “Compensation Agreements”) acknowledging the terms set forth therein and the terms set forth in this Plan. No commissions, advances or other sales-based compensation will be earned by a Participant pursuant to the Compensation Agreements unless the Participant signs and returns the Compensation Plan to the Company within 15 days of receipt of the Compensation Agreements.

Participation. Participation in this Plan by an eligible employee is voluntary with respect to the right to elect to contribute Basic Deferrals and be credited with Matching Deferrals but is mandatory with respect to any Company Retirement Deferrals credited under [Section 3.4(d)].

Equity. As full and complete consideration for performing the Services, the Company shall # if you decide to join the Company’s Board of Directors, recommend at the first meeting of the Company’s Board of Directors following your election as a Director, that the Company grant you an option to purchase 120,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board of Directors (the “Option”). The shares subject to the Option shall vest twenty-five percent on July 31, 2014 and then in equal monthly amounts thereafter over the following thirty (30) months subject to your continuing service with the Company through each vesting date. Notwithstanding the foregoing, in the event that a successor or acquiring corporation in a change in control does not substitute, convert, exchange or replace the unvested portion of the Option with interests in the successor or acquiring corporation’s incentive compensation plan that are comparable in value to and that have substantially similar rights, preferences and privileges and restrictions of the unvested portion of the Option, the vesting of the unvested portion of the Option shall accelerate, and such shares shall become fully vested on the effective date of such change in control. In addition, if a change in control occurs the vesting of 50% (fifty-percent) of the remaining unvested portion of the Option, if any, shall accelerate immediately. If a change in control triggers accelerated vesting of the Option, the remainder of the unvested Option will continue to vest subject to the Director continuing to provide services as a Director over the term of the Option. The Option shall be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and individual stock option agreement thereunder. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or service with the Company.

Non-Equity Incentive Plan Compensation. Executive shall remain eligible to receive non-equity incentive plan compensation for the fiscal year ending April 28, 2018 under the Company’s Management Incentive Compensation Plan. Executive shall not receive any other additional non-equity incentive plan compensation.

“Committee Rules” means the Committee Rules for the Kimberly-Clark Corporation 2021 Equity Participation Plan or any successor plan.