PAYMENT OF INCENTIVES. Promptly after the Committee has certified in writing that an incentive has been earned and any discretionary reductions, such incentives shall be paid in cash in a lump sum, provided, that any amounts, the payment of which has been deferred under the Energen Corporation 1997 Deferred Compensation Plan or any successor plan, shall be credited to the Participant’s account in accordance with the terms of that plan.

Equity Incentives. On the Start Date, Executive will be awarded a special equity incentive grant of 6,500,000 restricted stock units under the 2015 Incentive Plan (the “Plan”) vesting as described below (the “RSUs”), subject to Executive’s continued service through the applicable vesting date. The compensation committee of the Board will approve the grant of RSUs on Executive’s Start Date or as soon as practicable after, with the RSUs vesting as follows: 1,500,000 units on June 19, 2024; 2,000,000 on June 19, 2025; and 3,000,000 on June 19, 2026. In addition, upon Executive’s commencement of duties as the CEO on the CEO Start Date, Executive will be awarded a special equity incentive grant of 2,500,000 fully vested RSUs. The RSUs will be governed by the terms of the Plan and the award agreements evidencing the grants. Executive’s equity incentive grants will be subject to the terms and conditions of other agreements required by the Company as a condition to Executive’s employment, which shall be no less favorable to Executive than those applicable to other senior executives of the Company hired on or after Executive’s Start Date, as well as any stock ownership guidelines and/or incentive compensation recoupment policies that may be adopted by the Board or its compensation committee. In the event that Executive is terminated without cause at any point during the vesting period, all outstanding RSUs shall immediately vest as of the date of termination. Furthermore, upon a change in ownership, any outstanding RSUs due to Executive shall immediately vest immediately prior of said change of ownership. A change of ownership means, but is not limited to, the occurrence of one of the follow: the sale, lease or disposition of 50% or more of any interest or assets in the Company or the merger into or with any other entity.

Short Term Incentives. The Executive shall be eligible to receive an annual short term incentive cash payment, the incentive plan to be determined by the Chief Executive Officer and Executive. The payment made pursuant to this [Section 2.2.1] shall be paid to the Executive in the succeeding calendar year for which it is earned and shall be paid by March 31 of such year. The Executive need not be actually employed on the date that any short term incentive plan payment is made in order to be eligible and entitled to any such short term incentive plan payment.

You will participate in the Company’s Long-Term Incentive Plan (“LTIP”) performance cycle for fiscal 2015-2017, and in addition to the LTIP award you were granted in December 1, 2014 with respect to the fiscal 2015-2017 performance cycle, you will receive a grant on August 1, 2015 of additional LTIP awards for the fiscal 2015-2017 performance cycle with an aggregate target award opportunity of $1,700,000, provided that you continue to be employed by the Company as Chief Executive Officer and President on the grant date. The LTIP awards will be composed of # performance share units with a grant date cash value of $1,190,000 subject to the achievement of the same performance objectives over the three-year performance period for the fiscal 2015-2017 performance cycle as apply to your December 1, 2014 grant of performance share units, which will be subject to the terms of a Performance Share Unit Agreement in the form previously approved by the Compensation and Management Development Committee (the “Committee”) and the LTIP and will vest on August 1, 2018, provided that you are still employed by the Company or a subsidiary or affiliate of the Company on that date and # restricted share units with a grant date cash value of $510,000, which will be subject to the terms of a Restricted Share Unit Agreement in the form previously approved by the Committee and the LTIP and will vest on August 1, 2018, provided that you are still employed by the Company or a subsidiary or affiliate of the Company on that date.

Effect on Equity Incentives. [If not Qualified Retirement] You acknowledge the forfeiture of any and all unvested Restricted Equity (whether Restricted Stock Awards or Restricted Stock Units) awarded to you under The [[Progressive Group:Organization]] Corporation 2010 Equity Incentive Plan and/or The [[Progressive Group:Organization]] Corporation 2015 Equity Incentive Plan, in each case as amended (the “Incentive Plans”), except to the extent stated in any agreement between you and [[Progressive Group:Organization]] related to unvested and outstanding performance-based restricted stock award(s) for which the Evaluation Period or the Growth Evaluation Period has ended prior to the Separation Date. Your rights, if any, under The [[Progressive Group:Organization]] Corporation Executive Deferred Compensation Plan and/or the Incentive Plans (collectively, the “Executive Compensation Programs”) shall be determined in accordance with the governing provisions of the Executive Compensation Programs as in effect from time to time and any agreements entered into thereunder. For purposes of such Executive Compensation Programs, you shall be considered to have terminated employment with [[Progressive Group:Organization]] on the Separation Date.

TERMINATION OF EMPLOYMENT – COMPLETED PLAN YEAR. If Participant’s employment is terminated for any reason (including death, disability or retirement) other than Cause after the end of a Plan Year but before payment of incentives for such Plan Year, the Participant shall remain entitled to payment of incentives, if any, earned for such Plan Year. A Participant whose employment is terminated for Cause after the end of a Plan Year but before payment of incentives for such Plan Year shall not receive payment of any incentive for the completed Plan Year.

Bonuses, Incentives and Other Benefits. During the Employment Term, Executive shall be eligible for bonuses in the discretion of the Company’s board of managers. Executive shall not be eligible to participate in either of the Company’s Annual or Long-Term Incentive Plans or its Supplemental Executive Retirement Plan. Executive shall be entitled to participate, on the same terms as apply to the senior management of the Company’s operating subsidiaries, in all other benefits plans, policies, and programs that are maintained by the Company or its operating subsidiaries, including without limitation profit sharing, life insurance, and group medical and other welfare benefit plans. Any coverage, participation, payments or benefits under any of the foregoing shall be subject to and determined in accordance with the specific terms and conditions of the documents evidencing any such separate plans, policies, and programs.

The Plan shall award short-term incentives in the form of annual cash incentives, long-term cash-based incentives (e.g., Cash Incentive Units and Stock Cash Incentive Units), and such other cash incentives as the Company deems reasonable and appropriate from time to time (e.g., retention awards).

The Members acknowledge and agree that available Incentives shall be for the sole benefit of the Company except where the Company cannot benefit from such Incentives under applicable laws, in which case they shall be for the account of the Members on a pro rata basis.

motivate Participants by means of appropriate incentives to achieve long-range goals;

The target for paying incentives to eligible participants is in February following the end of the calendar year, but no later than March 15th of such year. All incentives are paid through the normal payroll processes and include applicable tax withholdings and 401(k) deductions according to plan documents.

payment of the Long-Term Incentive is as provided in [Section 3(d)(1)] [Long Term Incentives] (less any amounts paid) that would have accrued if the CEO had remained employed under this Agreement through the Deemed Termination Date, with payments to be made at the same times specified in [Section 3(d)(2)];

Incentives due to retail stores and/or distributors in accordance with agency contracts

Payment. Ford shall deliver to Ford Credit a schedule reflecting the interest on the net Contingent Tax Liabilities or net Adjusted Tax Asset Balance no later than one month prior to the end of each calendar year quarter. Ford Credit shall pay Ford or Ford shall pay Ford Credit, as the case may be, in accordance with their customary intercompany settlement procedure, the interest amount.

Payment. Upon exercise of an SAR related to an Option and the attendant surrender of an exercisable portion of any related Award, the Participant will be entitled to receive payment of an amount determined by multiplying:

Payment. Buyer shall deliver to Seller, not later than five days after Closing, certificates for the SOG Common Stock portion of the Purchase Price, and the cash portion of the purchase price or a promissory note (“Purchase Price Note) for the Cash Portion of the Purchase Price; and

Payment. The Borrower shall fail to pay # any principal of any Loan when the same becomes due and payable, including any mandatory prepayment required by [Section 2.06], or # any interest on the Loans, any fees, reimbursements, indemnifications, or other amounts payable under this Agreement or any other Loan Document within three (3) days after the same becomes due and payable;

Payment. ​ will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof, any Supplement or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.