<SEC-DOCUMENT>0001193125-13-483460.txt : 20131224
<SEC-HEADER>0001193125-13-483460.hdr.sgml : 20131224
<ACCEPTANCE-DATETIME>20131223202334
ACCESSION NUMBER:		0001193125-13-483460
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20131223
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20131224
DATE AS OF CHANGE:		20131223

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Oasis Petroleum Inc.
		CENTRAL INDEX KEY:			0001486159
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34776
		FILM NUMBER:		131296199

	BUSINESS ADDRESS:	
		STREET 1:		1001 FANNIN STREET
		STREET 2:		SUITE 1500
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		281-404-9500

	MAIL ADDRESS:	
		STREET 1:		1001 FANNIN STREET
		STREET 2:		SUITE 1500
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d649527d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): December&nbsp;23, 2013 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>OASIS PETROLEUM INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-34776</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>80-0554627</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction of</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>incorporation or organization)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>1001 Fannin Street, Suite 1500</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Houston, Texas</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>77002</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (281)&nbsp;404-9500 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
name or former address, if changed since last report) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Amended and Restated Employment Agreement with Taylor L. Reid </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On December&nbsp;23, 2013, Oasis Petroleum Inc. (the &#147;<B>Company</B>&#148;) entered into an amended and restated employment agreement with
Taylor L. Reid in connection with his promotion to President and Chief Operating Officer (the &#147;<B>Reid Agreement</B>&#148;). The Reid Agreement increases Mr.&nbsp;Reid&#146;s annual base salary to $500,000 and increases his annual cash bonus
opportunity to 100% of base salary. In addition, the Reid Agreement provides for an initial term that commences on January&nbsp;1, 2014 and ends on March&nbsp;1, 2015, subject to earlier termination upon notice or certain other conditions, and that
may be extended with 30 days notice by the Company if the officer agrees to such extension prior to the end of the initial term. The Reid Agreement also makes certain changes to the severance payments that may become due to Mr.&nbsp;Reid upon
specified termination events. Specifically, the Reid Agreement provides that, upon a termination of Mr.&nbsp;Reid&#146;s employment by the Company without Cause (as defined in the Reid Agreement) or by Mr.&nbsp;Reid for Good Reason (as defined in
the Reid Agreement), Mr.&nbsp;Reid will receive, among other benefits, a cash severance payment at least equal to 24 months of his base salary plus two times his annual target bonus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A copy of the Reid Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Reid Agreement
contained herein is qualified in its entirety by reference to the full text of the Reid Agreement. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Employment Agreement with Nickolas J.
Lorentzatos </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, on December&nbsp;23, 2013, the Company entered into an employment agreement with Nickolas J. Lorentzatos
in connection with his promotion to Executive Vice President, General Counsel and Corporate Secretary (the &#147;<B>Lorentzatos Agreement</B>&#148;). The initial term of the Lorentzatos Agreement commences on January&nbsp;1, 2014 and ends on
March&nbsp;1, 2015, subject to earlier termination upon notice or certain other conditions, and may be extended with 30 days notice by the Company if Mr.&nbsp;Lorentzatos agrees to such extension prior to the end of the initial term. Pursuant to the
terms of the Lorentzatos Agreement, Mr.&nbsp;Lorentzatos&#146; annual base salary is $360,000, and his annual target bonus opportunity is equal to 80% of his base salary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Lorentzatos Agreement also provides Mr.&nbsp;Lorentzatos with certain severance benefits if he is terminated due to death or disability,
by the Company without Cause (as defined in the Lorentzatos Agreement), or by Mr.&nbsp;Lorentzatos for Good Reason (as defined in the Lorentzatos Agreement), including in connection with a Change in Control (as defined in the Lorentzatos Agreement).
Specifically, the Lorentzatos Agreement provides that, upon a termination of Mr.&nbsp;Lorentzatos&#146; employment by the Company without Cause or by Mr.&nbsp;Lorentzatos for Good Reason, Mr.&nbsp;Lorentzatos will receive, among other benefits, a
cash severance payment at least equal to 12 months of his base salary plus one time his annual target bonus. In addition, if Mr.&nbsp;Lorentzatos&#146; employment is terminated by the Company without Cause or if Mr.&nbsp;Lorentzatos terminates
employment for Good Reason, in each case within two years following a Change in Control, then (1)&nbsp;the Company shall provide Mr.&nbsp;Lorentzatos a lump sum payment equal to 2.99 times the sum of (i)&nbsp;Mr.&nbsp;Lorentzatos&#146; annual base
salary at the time of termination, plus (ii)&nbsp;the target performance bonus that Mr.&nbsp;Lorentzatos is eligible to receive for the calendar year of termination or, if greater, the average performance bonus actually paid (or payable) to
Mr.&nbsp;Lorentzatos for the prior two years, and (2)&nbsp;reimbursement on a monthly basis for premiums required to continue Mr.&nbsp;Lorentzatos&#146; health care coverage for a period of 18 months. The Lorentzatos Agreement also includes a
modified cutback provision for amounts payable in connection with a change in control if such amounts would subject Mr.&nbsp;Lorentzatos to an excise tax and does not provide for any gross up payment for excise taxes. The Lorentzatos Agreement also
provides that all unvested equity awards under the Company&#146;s 2010 Long Term Incentive Plan or other plans shall become immediately vested upon the occurrence of a Change in Control. Mr.&nbsp;Lorentzatos will cease to be a participant in the
Company&#146;s Amended and Restated Change in Control Severance Benefit Plan on and after January&nbsp;1, 2014. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A copy of the Lorentzatos
Agreement is attached hereto as Exhibit 10.2, and is incorporated herein by reference. The description of the Lorentzatos Agreement contained herein is qualified in its entirety by reference to the full text of the Lorentzatos Agreement. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01 Financial Statements and Exhibits. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Exhibits</U>. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:75.45pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description of Exhibit</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement dated as of December 23, 2013 between Oasis Petroleum Inc. and Taylor L. Reid.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement dated as of December 23, 2013 between Oasis Petroleum Inc. and Nickolas J. Lorentzatos.</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="45%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"><B>OASIS PETROLEUM INC.</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3">(Registrant)</TD></TR>
<TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: December 23, 2013</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Thomas B. Nusz</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"><I>Thomas B. Nusz</I></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"><I>Chairman, President and Chief Executive Officer</I></TD></TR>
</TABLE>

<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:75.45pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description of Exhibit</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement dated as of December 23, 2013 between Oasis Petroleum Inc. and Taylor L. Reid.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement dated as of December 23, 2013 between Oasis Petroleum Inc. and Nickolas J. Lorentzatos.</TD></TR>
</TABLE>
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<TYPE>EX-10.1
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<FILENAME>d649527dex101.htm
<DESCRIPTION>EX-10.1
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Second Amended and Restated Employment Agreement (this &#147;<B><I>Agreement</I></B>&#148;) is made by and between Oasis Petroleum Inc.,
a Delaware corporation (the &#147;<B><I>Company</I></B>&#148;), and Taylor L. Reid (&#147;<B><I>Employee</I></B>&#148;), effective as of January&nbsp;1, 2014 (the &#147;<B><I>Effective Date</I></B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Company currently employs Employee as one of its executive officers; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Company and Employee previously entered into that certain Employment Agreement (the &#147;<B><I>2010
Agreement</I></B>&#148;) effective as of June&nbsp;18, 2010 (the &#147;<B><I>Original Effective Date</I></B>&#148;); </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the
Company and Employee amended the 2010 Agreement in certain respects and entered into an Amended and Restated Employment Agreement on March&nbsp;1, 2012 (the &#147;<B><I>2012 Agreement</I></B>&#148;) which amended and replaced the 2010 Agreement in
its entirety; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Company has approved the promotion of Employee to President and Chief Operating Officer, effective as
of the Effective Date; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, in connection with such promotion, the Company and Employee desire to amend the 2012 Agreement in
certain respects and accordingly enter into this Agreement to amend and replace the 2012 Agreement in its entirety, effective as of the Effective Date; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Company desires to continue to employ Employee, and Employee desires to continue to be employed by the Company and to
commit himself to serve the Company on the terms herein provided. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>NOW, THERFORE</B>, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>1. <U>Employment</U></B>. The Company shall continue to employ Employee, and Employee accepts continued employment with the Company, upon
the terms and conditions set forth in this Agreement. Unless earlier terminated pursuant to Section&nbsp;4 below, the initial term of this Agreement shall begin on the Effective Date and end on March&nbsp;1, 2015 (the &#147;<B><I>Initial
Term</I></B>&#148;). The Company and Employee may agree to an extension of this term pursuant to Section&nbsp;9(a) if the Company gives notice at least 30 days prior to the end of the Initial Term or any applicable extended term to Employee of the
Company&#146;s desire to so extend the term and Employee agrees to such extension prior to the end of the applicable term (each such extended period shall be an &#147;<B><I>Extension Term</I></B>,&#148; and each Extension Term, if any, together with
the Initial Term, shall be the &#147;<B><I>Term</I></B>,&#148; in both cases subject to earlier termination pursuant to Section&nbsp;4 below). In the event that the Initial Term (or an Extension Term, if applicable) is not renewed and
Employee&#146;s employment has not earlier terminated pursuant to Section&nbsp;4 below, then Employee&#146;s employment shall end on the last day of the Term. A termination of Employee&#146;s employment and the Term that occurs by reason of the
Company declining to give notice extending the Term shall be considered a termination without Cause for purposes of Section&nbsp;4. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>2. <U>Position and Duties; Exclusive Compensation and Services</U></B>. <B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) During the Term, Employee shall hold the title of President and Chief Operating Officer. The Company and Employee agree that the Employee
shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company&#146;s
Board of Directors (the &#147;<B><I>Board</I></B>&#148;) or such other officer of the Company as shall be designated by the Board. Employee shall report to the Board or to such other officer of the Company as shall be designated by the Board. All
services that Employee may render to the Company or any of its Affiliates in any capacity during the Term shall be deemed to be services required by this Agreement and the consideration for such services is that provided for in this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) During the Term, Employee agrees to devote his full business time and attention to the business and affairs of the Company, unless
Employee notifies the Board in advance of Employee&#146;s intent to engage in other paid work and receives the Board&#146;s express written consent to do so. Notwithstanding the foregoing, so long as such activities do not conflict with the
Company&#146;s interests, interfere with Employee&#146;s duties and responsibilities or violate Employee&#146;s obligations hereunder, Employee will not be prohibited from (i)&nbsp;managing his personal, financial, and legal affairs;
(ii)&nbsp;engaging in professional, charitable or community activities or organizations or (iii)&nbsp;serving on the boards of directors, or advisory boards of directors, of for-profit corporations, so long as Employee secures the Board&#146;s
approval. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) During the Term, Employee agrees to comply with and, where applicable, enforce the policies of the Company, including
without limitation such policies with respect to legal compliance, conflicts of interest, confidentiality, professional conduct and business ethics as are from time to time in effect. Employee shall cooperate with any investigation or inquiry
authorized by the Board or conducted by a governmental authority related to the Company&#146;s or an Affiliate&#146;s business or the Employee&#146;s conduct related to the Company or an Affiliate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>3. <U>Compensation</U></B>. <B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Base Salary</U>. During the Term, Employee&#146;s base salary shall be at the annualized rate of $500,000, which salary may be
increased (but not decreased without the Employee&#146;s written consent) by the Board (or a designated committee thereof) in its discretion (the &#147;<B><I>Base Salary</I></B>&#148;), which Base Salary shall be payable in regular installments in
accordance with the Company&#146;s general payroll practices. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Annual Bonus</U>. During the Term, Employee shall be eligible to
receive an annual performance bonus payment (a &#147;<B><I>Performance Bonus</I></B>&#148;) for each calendar year pursuant to an annual cash performance bonus program (the &#147;<B><I>Bonus Plan</I></B>&#148;). Pursuant to the terms of the Bonus
Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee&#146;s target Performance Bonus shall be equal to 100% of
Employee&#146;s annual Base Salary in effect on the last day of the applicable calendar year (the &#147;<B><I>Target Performance Bonus</I></B>&#148;); provided, that the percentage of Employee&#146;s annual Base Salary that applies for purposes of
determining Employee&#146;s Target Performance Bonus for a given year may be increased above </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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100% (but not decreased without the Employee&#146;s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board and the Employee will
mutually determine and will establish in writing (i)&nbsp;the applicable performance targets, (ii)&nbsp;the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved,
and (iii)&nbsp;such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;<B><I>Code</I></B>&#148;). Except as otherwise
provided in Section&nbsp;5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus
relates and will be paid to Employee as soon as administratively feasible following preparation of the Company&#146;s unaudited financial statements for the applicable calendar year, but in no event later than March&nbsp;15 of the calendar year
following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed &#147;earned&#148; on the last day of the calendar year applies to a calendar
year for which Employee is employed on the last day of the calendar year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Employee Benefits</U>. Employee will be entitled during
the Term to receive such welfare benefits and other fringe benefits (including, but not limited to vacation, financial and tax planning assistance, medical, dental, life insurance, 401(k) and other employee benefits and perquisites, such as club
membership dues) as the Company may offer from time to time to similarly situated executive level employees, subject to applicable eligibility requirements. The Company shall not, however, by reason of this Section&nbsp;3(c), be obligated to refrain
from changing, amending, or discontinuing any such benefit plan or program, on a prospective basis, so long as any such changes are similarly applicable to similarly situated employees of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Business Expenses</U>. The Company shall reimburse Employee for all reasonable expenses incurred by him in the course of performing his
duties during the Term to the extent consistent with the Company&#146;s written policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company&#146;s requirements with respect to
reporting and documentation of such expenses (&#147;<B><I>Business Expenses</I></B>&#148;). Notwithstanding any provision in this Agreement to the contrary, the amount of Business Expenses for which Employee is eligible to receive reimbursement
during any calendar year shall not affect the amount of Business Expenses for which Employee is eligible to receive reimbursement during any other calendar year within the Term. Reimbursement of Business Expenses under this Section&nbsp;3(d) shall
generally be made within two weeks of Employee&#146;s submission of expense reports pursuant to Company policy, but in no event later than March&nbsp;15 of the calendar year following the calendar year in which the expense was incurred. Employee is
not permitted to receive a payment or other benefit in lieu of reimbursement under this Section&nbsp;3(d). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Long Term Incentive
Compensation</U>. Employee may, as determined by the Board (or a designated committee thereof) in its sole discretion, periodically receive grants of stock options or other equity or non-equity related awards pursuant to the Company&#146;s long-term
incentive plan(s), subject to the terms and conditions thereof. Any grants previously awarded to Employee pursuant to the Company&#146;s long-term incentive plan(s) that are outstanding on the Effective Date hereof shall continue to be governed by
the terms and conditions of such plan(s). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>4. <U>Termination of Employment</U></B>. Unless otherwise agreed to in writing by the Company
and Employee, Employee&#146;s employment hereunder may be terminated under the following circumstances: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Death</U>. Employee&#146;s
employment hereunder shall terminate upon his death. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Inability to Perform</U>. Employee&#146;s employment may be terminated by the
Company if Employee has incurred a Disability. For purposes of this Agreement, &#147;<B><I>Disability</I></B>&#148; means Employee&#146;s inability to perform the essential functions of Employee&#146;s position with or without reasonable
accommodation, if required by law, due to physical or mental impairment. The existence of any such Disability shall be certified by a physician acceptable to both the Company and Employee. If the parties are not able to agree on the choice of a
physician, each party shall select a physician who, in turn, shall select a third physician to render such certification. In no event will Employee&#146;s employment be terminated as a result of Disability pursuant to this Section&nbsp;4(b) until at
least 180 consecutive days of paid leave have elapsed and the Company has provided Employee with at least thirty days&#146; advance written notice of termination. During the 180&nbsp;days of paid leave, the Company may offset the payment of
Employee&#146;s Base Salary then in effect by the amount of any short-term or long-term disability benefits Employee receives pursuant to Section&nbsp;3(c) above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Termination by the Company</U>. The Company may terminate Employee&#146;s employment with or without Cause. For purposes of this
Agreement, the term &#147;<B><I>Cause</I></B>&#148; means Employee (i)&nbsp;has been convicted of a misdemeanor involving moral turpitude or a felony, (ii)&nbsp;has engaged in grossly negligent or willful misconduct in the performance of his duties
for the Company, which actions have had a material detrimental effect on the Company, (iii)&nbsp;has breached any material provision of this Agreement, (iv)&nbsp;has engaged in conduct which is materially injurious to the Company (including, without
limitation, misuse or misappropriation of the Company&#146;s funds or other property), or (v)&nbsp;has committed an act of fraud, provided, however, that the Company must give Employee written notice of the acts or omissions constituting Cause
within 60&nbsp;days after an officer of the Company (other than Employee) first learns of the occurrence of such event, and no termination shall be for Cause under clauses (ii), (iii), (iv), or (v)&nbsp;contained in this Section&nbsp;4(c) unless and
until Employee fails to cure such acts or omissions within 30&nbsp;days following receipt of such written notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Termination by
Employee</U>. Employee may, upon giving the Company no less than 30 days&#146; advance written notice, terminate Employee&#146;s employment without Good Reason or for Good Reason. For purposes of this Agreement, the term &#147;<B><I>Good
Reason</I></B>&#148; shall mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation &#167; 1.409A-1(n)(2)(ii):
(i)&nbsp;a material reduction in Employee&#146;s base compensation, (ii)&nbsp;a material diminution in Employee&#146;s authority, duties or responsibilities, (iii)&nbsp;a permanent relocation in the geographic location at which Employee must perform
services to a location more than 50 miles from the location at which Employee normally performed services immediately before the relocation; (iv)&nbsp;a material reduction in the authority, duties or responsibilities of the person to whom Employee
reports; or (v)&nbsp;any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its Affiliates nor the Company or an Affiliate entering into a
co-employer relationship </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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with a personnel services organization constitutes Good Reason. In the case of Employee&#146;s allegation of Good Reason, (A)&nbsp;Employee shall provide notice to the Company of the event
alleged to constitute Good Reason within 60&nbsp;days after the occurrence of such event, and (B)&nbsp;the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation. If not
remedied within that 30-day period, Employee may submit a Notice of Termination pursuant to Section&nbsp;5(e), provided that the Notice of Termination must be given no later than 100&nbsp;days after the expiration of such 30&nbsp;day period;
otherwise, Employee is deemed to have accepted such event, or the Company&#146;s remedy of such event, that may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and
shall not waive Employee&#146;s right to claim Good Reason with respect to future similar events. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Investigation; Suspension</U>.
The Company may suspend Employee with pay pending an investigation authorized by the Company or a governmental authority or a determination by the Company whether Employee has engaged in acts or omissions constituting Cause, and such paid suspension
shall not constitute Good Reason or a termination of this Agreement or Employee&#146;s employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>5. <U>Compensation Upon
Termination</U></B>. <B> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>For Cause or Without Good Reason</U>. In the event Employee&#146;s employment is terminated by the
Company for Cause or by the Employee without Good Reason, the Company shall pay to Employee (i)&nbsp;any unpaid portion of the Base Salary through the Date of Termination at the rate then in effect, (ii)&nbsp;any unpaid Performance Bonus earned in
the calendar year prior to the Date of Termination, (iii)&nbsp;unreimbursed Business Expenses through the Date of Termination, and (iv)&nbsp;such employee benefits, if any, as to which Employee may be entitled pursuant to the terms governing such
benefits. The amounts, if any, set forth in (i), (ii), (iii), and (iv)&nbsp;shall be collectively referred to herein as the &#147;<B><I>Accrued Payments</I></B>&#148;. The Accrued Payments shall be paid at the time and in the manner required by
applicable law but in no event later than 30 business days after the Date of Termination, with the exception of (ii), which shall be paid at the time provided in and in accordance with Section&nbsp;3(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Without Cause or For Good Reason</U>. In addition to the Accrued Payments, in the event Employee&#146;s employment is terminated by the
Company without Cause or by Employee for Good Reason and such termination constitutes a &#147;separation from service&#148; (as defined in Section&nbsp;5(i)), the Company shall pay to Employee an amount equal to the Performance Bonus that Employee
would have been entitled to receive pursuant to Section&nbsp;3(b) hereof for the calendar year of termination, multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in the calendar
year of Employee&#146;s termination, and the denominator of which is 365 (the &#147;<B><I>Pro-Rata Bonus</I></B>&#148;), payable as soon as administratively feasible following preparation of the Company&#146;s unaudited financial statements for the
applicable calendar year, but in no event later than March&nbsp;15 of the calendar year following the calendar year to which such Performance Bonus relates. In addition, the Company shall provide Employee with the following (the
&#147;<B><I>Severance Package</I></B>&#148;), contingent upon Employee satisfying the Severance Conditions, as defined below: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Payment of an amount (the &#147;<B><I>Separation Payment</I></B>&#148;),
payable at the time and in the manner provided below in this Section&nbsp;5(b), equal to the sum of: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) the aggregate
amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that would have been paid to Employee if he had continued performing services pursuant to this Agreement for the remainder of the
then-current Term (or, if greater, the equivalent of twenty-four (24)&nbsp;months of Employee&#146;s Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee), plus </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) the aggregate of each Target Performance Bonus, calculated based on Employee&#146;s Base Salary in effect on the Date of
Termination or, if greater, before any reduction not consented to by Employee, that Employee would have been eligible to receive if he had continued performing services pursuant to this Agreement for the remainder of the then-current Term (or, if
greater, two times the Target Performance Bonus, calculated based on Employee&#146;s Base Salary in effect on the Date of Termination or, if greater, before any reduction not consented to by Employee, that Employee would have been eligible to
receive for the calendar year of termination if Employee had continued performing services pursuant to this Agreement for the remainder of the calendar year of termination); plus </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Pay or reimburse on a monthly basis the premiums required to continue Employee&#146;s group health care coverage for a
period of 18 months following Employee&#146;s Date of Termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (&#147;<B><I>COBRA</I></B>&#148;), provided that Employee elects to continue and remains
eligible for these benefits under COBRA; plus </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Immediate vesting of all unvested equity awards under the
Company&#146;s 2010 Long Term Incentive Plan or other plans of the Company as of the Date of Termination, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the Date of
Termination (except to the extent the terms of any such equity awards explicitly provide that accelerated vesting upon a without Cause or Good Reason termination is not intended). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To receive the Severance Package, Employee must execute and return to the Company on or prior to the 50th day following the Date of Termination a waiver and
release of claims agreement in the Company&#146;s customary form, which shall exclude claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company and which may be amended by the
Company to reflect changes in applicable laws and regulations (the &#147;<B><I>Release</I></B>&#148;), and where applicable, not timely revoke such Release (the &#147;<B><I>Severance Conditions</I></B>&#148;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Separation Payment shall be paid as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) If the Separation Payment is greater than the Section&nbsp;409A Exempt Amount (defined below), then &#151; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:17%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) the Section&nbsp;409A Exempt Amount shall be paid in substantially equal monthly installments over a period of twelve
(12)&nbsp;months beginning on the first payroll date which occurs on or after the 60th day following the Date of Termination, and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:17%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) the excess of the Separation Payment over the Section&nbsp;409A Exempt Amount shall be paid in a single lump sum no later
than 60&nbsp;days after the Date of Termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of this Agreement, the &#147;Section&nbsp;409A Exempt Amount&#148; is two times the lesser
of (x)&nbsp;Employee&#146;s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the calendar year in which Employee has a &#147;separation from service&#148; (as defined in
Section&nbsp;5(i)) with the Company (adjusted for any increase during that year that was expected to continue indefinitely if Employee had not separated from service) or (y)&nbsp;the maximum amount that may be taken into account under a qualified
plan pursuant to Section&nbsp;401(a)(17) of the Code for the year in which Employee has a separation from service. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) If
the Separation Payment is equal to or less than the Section&nbsp;409A Exempt Amount, then the Separation Payment shall be paid in equal monthly installments over a period of months (limited to 24 such months) determined by dividing (x)&nbsp;the
Separation Payment by (y)&nbsp;the Employee&#146;s Monthly Base Salary as of the Date of Termination, commencing in payment on the first day of the third month following the Date of Termination, provided that the Date of Termination constitutes a
&#147;separation from service&#148; (as defined in Section&nbsp;5(i)). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Death or Disability</U>. In the event Employee&#146;s
employment terminates by reason of his death or Disability, Employee (or his estate) shall be entitled to receive: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the
Accrued Payments; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible
following preparation of the Company&#146;s unaudited financial statements for the applicable calendar year, but in no event later than March&nbsp;15 of the calendar year following the calendar year to which such Performance Bonus relates; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) provided Employee satisfies the Severance Conditions, (A)&nbsp;an amount equivalent to twelve (12)&nbsp;months of
Employee&#146;s Base Salary as of the Date of Termination, or, if greater, before any reduction not consented to by Employee, payable in a lump sum within 60&nbsp;days of the Date of Termination; and (B)&nbsp;pay or reimburse on a monthly basis the
premiums required to continue Employee&#146;s group health care coverage for a period of 18&nbsp;months following Employee&#146;s Date of Termination, under the applicable provisions of COBRA, provided that Employee or his dependents, as applicable,
elect to continue and remain eligible for these benefits under COBRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Exclusive Compensation and Benefits</U>. The compensation and benefits described in this
Section&nbsp;5 or in Section&nbsp;6 as applicable, along with the associated terms for payment, constitute all of the Company&#146;s obligations to Employee with respect to the termination of Employee&#146;s employment. Nothing in this Agreement,
however, is intended to limit any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Employee may have under the applicable provisions of any benefit plan of the Company in which Employee is
participating on the Date of Termination, any rights Employee may have to continue or convert coverage under certain employee benefit plans in accordance with the terms of those plans and applicable law, or any rights Employee may have under
long-term incentive or equity compensation plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Notice of Termination</U>. Any termination of Employee&#146;s employment
occurring in accordance with the terms of this Section&nbsp;5 (other than by reason of Employee&#146;s death) shall be communicated to the other party by written notice that (i)&nbsp;indicates the specific termination provisions of this Agreement
relied upon, (ii)&nbsp;sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination, and (iii)&nbsp;specifies the Date of Termination (a &#147;<B><I>Notice of Termination</I></B>&#148;), and that is
delivered to the other party in accordance with Section&nbsp;9(i) of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) <U>Date of Termination</U>. For purposes of this
Agreement, &#147;<B><I>Date of Termination</I></B>&#148; means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however that if Employee&#146;s employment is terminated by reason of
his death, the Date of Termination shall be the date of death of Employee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) <U>Deemed Resignations</U>. Unless otherwise agreed to in
writing by the Company and Employee prior to termination of Employee&#146;s employment, any termination of Employee&#146;s employment shall constitute an automatic resignation of Employee from all positions he then holds as an employee, officer,
director, manager or other service provider of the Company and each Affiliate of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) <U>Offset</U>. Employee agrees that the
Company may set off against, and Employee authorizes the Company to deduct from, any payments due to Employee, or to his estate, heirs, legal representatives, or successors, any amounts which may be due and owing to the Company or an Affiliate by
Employee, whether arising under this Agreement or otherwise; provided that no such offset may be made with respect to amounts payable that are subject to the requirements of Section&nbsp;409A of the Code unless the offset would not result in a
violation of the requirements of Section&nbsp;409A of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) <U>Application of Section&nbsp;409A</U>. The amounts payable pursuant
to Sections&nbsp;5 and 6 of this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section&nbsp;409A of the Code. Notwithstanding the foregoing, no amount payable pursuant to this Agreement
which constitutes a &#147;deferral of compensation&#148; within the meaning of the Treasury Regulations issued pursuant to Section&nbsp;409A of the Code (the &#147;<B><I>Section&nbsp;409A Regulations</I></B>&#148;) shall be paid unless and until
Employee has incurred a &#147;separation </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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from service&#148; within the meaning of the Section&nbsp;409A Regulations. Furthermore, to the extent that Employee is a &#147;specified employee&#148; within the meaning of the
Section&nbsp;409A Regulations as of the date of Employee&#146;s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee&#146;s separation from service shall be paid to Employee before
the date (the &#147;<B><I>Delayed Payment Date</I></B>&#148;) which is first day of the seventh month after the date of Employee&#146;s separation from service or, if earlier, the date of Employee&#146;s death following such separation from service.
All such amounts that would, but for this Section&nbsp;5(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed
payments. For purposes of Section&nbsp;409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Employee&#146;s entitlement to a series of payments under this Agreement is to be treated as an
entitlement to a series of separate payments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>6. <U>Change in Control</U></B>. <B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) Upon the occurrence of a Change in Control (as defined in the Company&#146;s 2010 Long Term Incentive Plan) during the Term, all unvested
equity awards under the Company&#146;s 2010 Long Term Incentive Plan or other plans of the Company as of such date shall become immediately vested, regardless of any other established vesting schedule, such that all remaining unvested equity awards
shall be fully vested on the date of such Change in Control (except to the extent the terms of any such equity awards explicitly provide that accelerated vesting upon a Change in Control is not intended). In addition, if a Change in Control occurs
during the Term and (x)&nbsp;Employee is terminated by the Company for any reason other than for Cause within two years following such Change in Control or (y)&nbsp;Employee terminates employment for Good Reason within two years following such
Change in Control, and any such termination constitutes a separation from service (as defined in Section&nbsp;5(i)), then, the Company shall, in addition to providing Employee with the Accrued Payments: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Pay Employee within 60&nbsp;days following the Date of Termination, a lump sum payment equal to the sum of (A)&nbsp;2.99
times Employee&#146;s annual rate of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee; plus (B)&nbsp;2.99 times the greater of either (1)&nbsp;an amount equal to the Target Performance Bonus
Employee would have been eligible to receive pursuant to Section&nbsp;3(b) hereof for the calendar year of termination if Employee had continued performing services pursuant to this Agreement for the remainder of the calendar year of termination, or
(2)&nbsp;an amount equal to the average Performance Bonus paid (or payable) to Employee for the two calendar years preceding the Date of Termination or, if Employee was employed for less than two full calendar years, for the calendar year preceding
the Date of Termination; plus </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Pay or reimburse on a monthly basis the premiums required to continue Employee&#146;s
group health care coverage for a period of 18&nbsp;months following Employee&#146;s separation date, under COBRA, provided that Employee elects to continue and remains eligible for these benefits under COBRA; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">provided, that, nothing in this Section&nbsp;6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any
Change in Control, to provide Employee with </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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the compensation due pursuant to Section&nbsp;3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee&#146;s service continues pursuant to this Agreement
following the occurrence of such Change in Control; provided, further, that, in the event Employee is terminated simultaneously with the occurrence of a Change in Control or within two years thereof, Employee shall be entitled to receive the greater
of the payments or benefits provided under Section&nbsp;5(b) of this Agreement and this Section&nbsp;6(a), which receipt shall be conditioned upon Employee&#146;s satisfaction of the Severance Conditions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Notwithstanding anything to the contrary in this Agreement, if Employee is a &#147;disqualified individual&#148; (as defined in
Section&nbsp;280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company or any of its affiliates, would constitute a
&#147;parachute payment&#148; (as defined in Section&nbsp;280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a)&nbsp;reduced (but not below zero) so that the present value of such total amounts
and benefits received by Employee from the Company and its affiliates will be one dollar ($1.00) less than three times Employee&#146;s &#147;base amount&#148; (as defined in Section&nbsp;280G(b)(3) of the Code) and so that no portion of such amounts
and benefits received by Employee shall be subject to the excise tax imposed by Section&nbsp;4999 of the Code or (b)&nbsp;paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax
under Section&nbsp;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 &#147;parachute payment&#148; exists,
exceeds one dollar ($1.00) less than three times Employee&#146;s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section&nbsp;6(b) shall require the
Company to be responsible for, or have any liability or obligation with respect to, Employee&#146;s excise tax liabilities under Section&nbsp;4999 of the Code, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>7. <U>Protection of Information</U></B>. <B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Disclosure to and Property of the Company</U>. All information, trade secrets, designs, ideas, concepts, improvements, product
developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during the term of his employment (whether during business hours or
otherwise and whether on the Company&#146;s premises or otherwise) that relate to the Company&#146;s or any of its wholly-owned subsidiaries&#146; business, products or services and all writings or materials of any type embodying any such matters
(collectively, &#147;<B><I>Confidential Information</I></B>&#148;) shall be disclosed to the Company, and are and shall be the sole and exclusive property of the Company. Confidential Information does not, however, include any information that is
available to the public other than as a result of any unauthorized act of Employee. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>No Unauthorized Use or Disclosure</U>. Employee agrees that Employee will preserve and
protect the confidentiality of all Confidential Information and work product of the Company and its wholly-owned subsidiaries, and will not, at any time during or after the termination of Employee&#146;s employment with the Company, make any
unauthorized disclosure of, and shall not remove from the Company premises, and will use reasonable efforts to prevent the removal from the Company premises of, Confidential Information or work product of the Company or its wholly-owned
subsidiaries, or make any use thereof, in each case, except in the carrying out of Employee&#146;s responsibilities hereunder. Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent
disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law and Employee is making such disclosure, Employee shall provide the Company with prompt notice of such requirement, and
shall use commercially reasonable efforts to give such notice prior to making any disclosure so that the Company may seek an appropriate protective order. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Remedies</U>. Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Section&nbsp;7 by
Employee, and the Company or its wholly-owned subsidiaries shall be entitled to enforce the provisions of this Section&nbsp;7 by obtaining an order for specific performance and/or injunctive relief as remedies for any such breach or threatened
breach, including but not limited to an order terminating payments owing to Employee under this Agreement. Such remedies shall not be deemed the exclusive remedies for a breach of this Section&nbsp;7, but shall be in addition to all remedies
available at law or in equity to the Company, including the recovery of damages from Employee and remedies available to the Company pursuant to other agreements with Employee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>No Prohibition</U>. Nothing in this Section&nbsp;7 shall be construed as prohibiting Employee, following the termination of the
Prohibited Period (as defined below), from being employed by any Competing Business (as defined below) or engaging in any Prohibited Activity (as defined below); provided, that during such employment or engagement Employee complies with his
obligations under this Section&nbsp;7. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>8. <U>Non-Competition and Non-Solicitation</U></B>. <B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Definitions</U>. As used in this Agreement, the following terms shall have the following meanings: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) &#147;<B><I>Affiliate</I></B>&#148; shall mean an individual or entity that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a specified individual or entity. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)
&#147;<B><I>Competing Business</I></B>&#148; means any business, individual, partnership, firm, corporation or other entity engaged in oil and gas exploration and production. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) &#147;<B><I>Prohibited Activity</I></B>&#148; means any service or activity on behalf of a Competing Business that
involves the planning, management, supervision, or providing of services that are substantially similar to those services Employee provided to the Company within the last 12&nbsp;months of Employee&#146;s employment with the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) &#147;<B><I>Prohibited Period</I></B>&#148; means the Term and the
12&nbsp;month period following the termination of Employee&#146;s employment with the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) &#147;<B><I>Restricted
Area</I></B>&#148; means any area within a six (6)&nbsp;mile radius of the boundary of any existing leasehold or other property of the Company or its Affiliates, either during the Term or as of the Employee&#146;s Date of Termination. The parties
stipulate that the forgoing is a reasonable area restriction because the area identified is the market area with respect to which Employee will help the Company provide its products and services, help analyze, and/or receive access to Confidential
Information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Protective Covenants and Restrictions</U>. Acknowledging delivery of Confidential Information and that such
Confidential Information is vital to Employee&#146;s continued performance of services to the Company and acknowledging that the Company is delivering and will deliver the Confidential Information partly in reliance on the protective covenants and
restrictions set forth herein, Employee agrees that the following protective covenants are reasonable and necessary for the protection of the Company&#146;s legitimate business interests, do not create any undue hardship on Employee, and are not
contrary to the public interest: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Non-compete</U>. Employee expressly covenants and agrees that, during the
Prohibited Period, he will not engage in any Prohibited Activity in the Restricted Area. Notwithstanding the foregoing, in the event Employee resigns his employment or is terminated, for any reason, on or after a Change in Control, Employee shall
have no obligations to comply with this Section&nbsp;8(b)(i). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Non-solicitation</U>. Employee further expressly
covenants and agrees that during the Prohibited Period, he will not (A)&nbsp;solicit any individual who, on the Date of Termination, is an employee of the Company, to leave such employment, provided that Employee will not be deemed to have violated
this provision if employees of the Company directly contact Employee regarding employment or respond to general advertisements for employment, or (B)&nbsp;solicit any client or customer of the Company, with whom Employee has had direct contact with,
or about whom Employee has Confidential Information, to terminate or modify its relationship with the Company that exists on the Date of Termination. Notwithstanding the foregoing, in the event Employee resigns his employment or is terminated, for
any reason, on or after a Change in Control, Employee shall have no obligations to comply with this Section&nbsp;8(b)(ii). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c)
<U>Permitted Ownership</U>. Notwithstanding any of the foregoing, Employee shall not be prohibited from owning 2.5% or less of the outstanding equity securities of any entity whose equity securities are listed on a national securities exchange or
publicly traded in any over-the-counter market, provided that neither Employee nor any of his Affiliates, together or alone, has the power, directly or indirectly, to control or direct or is involved in the management or affairs of any such
corporation that is a Competing Business. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Reasonableness</U>. Employee and the Company agree and acknowledge that the limitations as
to time, geographical area and scope of activity to be restrained as set forth in this Section&nbsp;8 are the result of arm&#146;s-length bargaining, are fair and reasonable, and do not impose any greater restraint than is necessary to protect the
legitimate business interests of the Company in light of (i)&nbsp;the nature and geographic scope of the Company&#146;s operations; (ii)&nbsp;Employee&#146;s level of control over and contact with the Company&#146;s business in the Restricted Area;
(iii)&nbsp;the fact that the Company&#146;s business is conducted throughout the Restricted Area; and (iv)&nbsp;the consideration that Employee is receiving in connection with the performance of his duties hereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Relief and Enforcement</U>. Employee hereby represents to the Company that he has read and understands, and agrees to be bound by, the
terms of this Section&nbsp;8. It is the desire and intent of the parties hereto that the provisions of this Section&nbsp;8 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect. However, to the extent
that any part of this Section&nbsp;8 may be found invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more
limited in scope, would have been enforceable, and such part shall be deemed to have been so written and the remaining parts shall as written be effective and enforceable in all events. Employee and the Company further agree and acknowledge that, in
the event of a breach or threatened breach of any of the provisions of this Section&nbsp;8, the Company shall be entitled to immediate injunctive relief, as any such breach would cause the Company irreparable injury for which it would have no
adequate remedy at law. Nothing herein shall be construed so as to prohibit the Company from pursuing any other remedies available to it hereunder, at law or in equity, for any such breach or threatened breach. For purposes of this Section&nbsp;8,
references to the Company shall include the Company&#146;s Affiliates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>9. <U>General Provisions</U></B>. <B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Amendments and Waiver</U>. Other than pursuant to Section&nbsp;4(d), (i)&nbsp;the terms and provisions of this Agreement may not be
modified or amended, nor may any of the provisions hereof be waived, temporarily or permanently, unless such modification or amendment is agreed to in writing and signed by Employee and by a duly authorized officer of the Company, and such waiver is
set out in writing and signed by the party to be bound by waiver, and (ii)&nbsp;the failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of
such party thereafter to enforce each and every provision of this Agreement in accordance with its terms, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other type of breach on a future occasion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Withholding and Deductions</U>. With respect to any payment to be made to Employee, the Company shall deduct, where applicable, any
amounts authorized by Employee, and shall withhold and report all amounts required to be withheld and reported by applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c)
<U>Mitigation</U>. Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any
compensation earned by Employee as the result of employment by another employer after the Date of Termination, or otherwise. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Survival</U>. The termination of Employee&#146;s employment shall not impair the rights or
obligations of any party that have accrued prior to such termination or which by their nature or terms survive termination of the Term, including without limitation the Company&#146;s obligations under Sections&nbsp;5 and 6 and Employee&#146;s
obligations under Sections&nbsp;7 and 8. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>No Obligation to Pay</U>. With regard to any payment due to Employee under this
Agreement, it shall not be a breach of any provision of this Agreement for the Company to fail to make such payment to Employee if by doing so, the Company violates applicable law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) <U>Validity</U>. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) <U>Entire Agreement</U>. This
Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Employee by the
Company. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect.
Notwithstanding the foregoing, the parties expressly acknowledge and agree that Section&nbsp;7 of the 2010 Agreement shall survive and continue in full force and effect, and Employee shall abide by the terms of Section&nbsp;7 of the 2010 Agreement
as if such terms were incorporated herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) <U>Successors and Assigns; Binding Agreement</U>. This Agreement shall bind and inure to
the benefit of and be enforceable by the parties hereto and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither this Agreement nor any right or obligation hereunder of any party
may be assigned or delegated without the prior written consent of the other party hereto; provided, however, that the Company may assign this Agreement to any of its Affiliates and Employee may direct payment of any benefits that will accrue upon
death. Employee shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any payments or other benefits provided under this Agreement; and no benefits payable under this Agreement shall be assignable in
anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. This Agreement shall not confer any rights or remedies upon any person or legal entity other
than the parties hereto and their respective successors and permitted assigns. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) <U>Notices</U>. For purposes of this Agreement,
notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i)&nbsp;when received, if delivered personally or by courier, (ii)&nbsp;on the date receipt is acknowledged, if delivered by
certified mail, postage prepaid, return receipt requested, or (iii)&nbsp;one day after transmission, if sent by facsimile transmission with confirmation of transmission, as follows: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="84%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="22%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="76%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to Employee, at:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Taylor L. Reid</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">402 Shadywood Drive</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Houston, Texas 77057</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="84%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="22%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="76%"></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>

<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to the Company, at:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Oasis Petroleum Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Attn: Nickolas J. Lorentzatos</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President &amp; General Counsel</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">1001 Fannin Street, Suite&nbsp;1500</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Houston, Texas 77002</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or
changes of address shall be effective only upon receipt. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(j) <U>Construction</U>. Where specific language is used to clarify by example a
general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. The section headings in this Agreement are for convenience of reference only, and they form no part of this
Agreement and shall not affect its construction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(k) <U>Assistance in Litigation</U>. During the Term and for a period of four years
following the Date of Termination, Employee shall, if given at least two (2)&nbsp;weeks notice, furnish such information and proper assistance to the Company or any of its Affiliates as may reasonably be required by the Company in connection with
any litigation, investigations, arbitrations, and/or any other fact-finding or adjudicative proceedings involving the Company or any of its Affiliates, provided that if such assistance is requested after the Date of Termination: (i)&nbsp;such
assistance not unreasonably interfere with Employee&#146;s employment or other activities or endeavors; and (ii)&nbsp;such assistance not exceed forty hours in any twelve month period, unless otherwise agreed in writing by the parties. This
obligation shall include, without limitation, to meet with counsel for the Company or any of its Affiliates and provide truthful testimony at the request of the Company or as otherwise required by law or valid legal process. The Company shall
reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee and approved in advance by the Company in rendering such assistance (such as travel, parking, and meals but not attorney&#146;s fees). In addition, following the Date
of Termination, the Company shall pay the Employee $300/hr for his time in providing information and assistance in accordance with this Section&nbsp;9(k). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(l) <U>Governing Law; Construction; Venue; Jury-Trial Waiver</U>. The parties (i)&nbsp;agree that this Agreement is governed by and shall be
construed and enforced in accordance with Texas law, excluding its choice-of-law principles, except where federal law may preempt the application of state law; (ii)&nbsp;agree that this Agreement is to be construed as a whole, according to its fair
meaning, and not strictly for or against any of the parties; (iii)&nbsp;submit and consent to the exclusive jurisdiction, including removal jurisdiction, of the state and federal courts located in Harris County, Texas (or the county where the
Company&#146;s principal executive offices are located if different) for any action or proceeding relating to this Agreement or Employee&#146;s employment; (iv)&nbsp;waive any objection to such venue; (v)&nbsp;agree that any judgment in any such
action or proceeding may be enforced in other jurisdictions; and (vi)&nbsp;irrevocably waive the right to trial by jury and agree not to ask for a jury in any such proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(m) <U>Mutual Contribution</U>. The parties to this Agreement have mutually contributed to its drafting. Consequently, no provision of this
Agreement shall be construed against any party on the grounds that such party drafted the provision or caused it to be drafted. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Employment Agreement as of the
Effective Date. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>OASIS PETROLEUM INC.</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Nickolas J. Lorentzatos</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Nickolas J. Lorentzatos</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President &amp; General</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Counsel</TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>EMPLOYEE:</B></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Taylor L. Reid</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Taylor L. Reid</TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>d649527dex102.htm
<DESCRIPTION>EX-10.2
<TEXT>
<HTML><HEAD>
<TITLE>EX-10.2</TITLE>
</HEAD>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.2 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EMPLOYMENT AGREEMENT </B></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Employment Agreement (this &#147;<B><I>Agreement</I></B>&#148;) is made by and between Oasis Petroleum Inc., a Delaware corporation (the
&#147;<B><I>Company</I></B>&#148;), and Nickolas J. Lorentzatos (&#147;<B><I>Employee</I></B>&#148;), effective as of January&nbsp;1, 2014 (the &#147;<B><I>Effective Date</I></B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Company currently employs Employee as one of its executive officers; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Company has approved the promotion of Employee to Executive Vice President, General Counsel and Corporate Secretary,
effective as of the Effective Date; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, in connection with such promotion, the Company desires to continue to employ
Employee, and Employee desires to continue to be employed by the Company and to commit himself to serve the Company on the terms herein provided. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>NOW, THERFORE</B>, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>1. <U>Employment</U></B>. The Company shall
continue to employ Employee, and Employee accepts continued employment with the Company, upon the terms and conditions set forth in this Agreement. Unless earlier terminated pursuant to Section&nbsp;4 below, the initial term of this Agreement shall
begin on the Effective Date and end on March&nbsp;1, 2015 (the &#147;<B><I>Initial Term</I></B>&#148;). The Company and Employee may agree to an extension of this term pursuant to Section&nbsp;9(a) if the Company gives notice at least 30 days prior
to the end of the Initial Term or any applicable extended term to Employee of the Company&#146;s desire to so extend the term and Employee agrees to such extension prior to the end of the applicable term (each such extended period shall be an
&#147;<B><I>Extension Term</I></B>,&#148; and each Extension Term, if any, together with the Initial Term, shall be the &#147;<B><I>Term</I></B>,&#148; in both cases subject to earlier termination pursuant to Section&nbsp;4 below). In the event that
the Initial Term (or an Extension Term, if applicable) is not renewed and Employee&#146;s employment has not earlier terminated pursuant to Section&nbsp;4 below, then Employee&#146;s employment shall end on the last day of the Term. A termination of
Employee&#146;s employment and the Term that occurs by reason of the Company declining to give notice extending the Term shall be considered a termination without Cause for purposes of Section&nbsp;4. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>2. <U>Position and Duties; Exclusive Compensation and Services</U></B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) During the Term, Employee shall hold the title of Executive Vice President, General Counsel and Corporate Secretary. The Company and
Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time
to time by the Company&#146;s Board of Directors (the &#147;<B><I>Board</I></B>&#148;) or such other officer of the Company as shall be designated by the Board. Employee shall report to the Board or to such other officer of the Company as shall be
designated by the Board. All services that Employee may render to the Company or any of its Affiliates in any capacity during the Term shall be deemed to be services required by this Agreement and the consideration for such services is that provided
for in this Agreement. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) During the Term, Employee agrees to devote his full business time and attention to the
business and affairs of the Company, unless Employee notifies the Board in advance of Employee&#146;s intent to engage in other paid work and receives the Board&#146;s express written consent to do so. Notwithstanding the foregoing, so long as such
activities do not conflict with the Company&#146;s interests, interfere with Employee&#146;s duties and responsibilities or violate Employee&#146;s obligations hereunder, Employee will not be prohibited from (i)&nbsp;managing his personal,
financial, and legal affairs; (ii)&nbsp;engaging in professional, charitable or community activities or organizations or (iii)&nbsp;serving on the boards of directors, or advisory boards of directors, of for-profit corporations, so long as Employee
secures the Board&#146;s approval. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) During the Term, Employee agrees to comply with and, where applicable, enforce the policies of the
Company, including without limitation such policies with respect to legal compliance, conflicts of interest, confidentiality, professional conduct and business ethics as are from time to time in effect. Employee shall cooperate with any
investigation or inquiry authorized by the Board or conducted by a governmental authority related to the Company&#146;s or an Affiliate&#146;s business or the Employee&#146;s conduct related to the Company or an Affiliate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>3. <U>Compensation</U></B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Base Salary</U>. During the Term, Employee&#146;s base salary shall be at the annualized rate of $360,000, which salary may be
increased (but not decreased without the Employee&#146;s written consent) by the Board (or a designated committee thereof) in its discretion (the &#147;<B><I>Base Salary</I></B>&#148;), which Base Salary shall be payable in regular installments in
accordance with the Company&#146;s general payroll practices. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Annual Bonus</U>. During the Term, Employee shall be eligible to
receive an annual performance bonus payment (a &#147;<B><I>Performance Bonus</I></B>&#148;) for each calendar year pursuant to an annual cash performance bonus program (the &#147;<B><I>Bonus Plan</I></B>&#148;). Pursuant to the terms of the Bonus
Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee&#146;s target Performance Bonus shall be equal to 80% of
Employee&#146;s annual Base Salary in effect on the last day of the applicable calendar year (the &#147;<B><I>Target Performance Bonus</I></B>&#148;); provided, that the percentage of Employee&#146;s annual Base Salary that applies for purposes of
determining Employee&#146;s Target Performance Bonus for a given year may be increased above 80% (but not decreased without the Employee&#146;s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar
year, the Board and the Employee will mutually determine and will establish in writing (i)&nbsp;the applicable performance targets, (ii)&nbsp;the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the
target annual performance is achieved, and (iii)&nbsp;such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the
&#147;<B><I>Code</I></B>&#148;). Except as otherwise provided in Section&nbsp;5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on
the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company&#146;s unaudited financial statements for the applicable calendar year, but in no
event later than March&nbsp;15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
in the preceding sentence to a Performance Bonus being deemed &#147;earned&#148; on the last day of the calendar year applies to a calendar year for which Employee is employed on the last day of
the calendar year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Employee Benefits</U>. Employee will be entitled during the Term to receive such welfare benefits and other
fringe benefits (including, but not limited to vacation, financial and tax planning assistance, medical, dental, life insurance, 401(k) and other employee benefits and perquisites, such as club membership dues) as the Company may offer from time to
time to similarly situated executive level employees, subject to applicable eligibility requirements. The Company shall not, however, by reason of this Section&nbsp;3(c), be obligated to refrain from changing, amending, or discontinuing any such
benefit plan or program, on a prospective basis, so long as any such changes are similarly applicable to similarly situated employees of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Business Expenses</U>. The Company shall reimburse Employee for all reasonable expenses incurred by him in the course of performing his
duties during the Term to the extent consistent with the Company&#146;s written policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company&#146;s requirements with respect to
reporting and documentation of such expenses (&#147;<B><I>Business Expenses</I></B>&#148;). Notwithstanding any provision in this Agreement to the contrary, the amount of Business Expenses for which Employee is eligible to receive reimbursement
during any calendar year shall not affect the amount of Business Expenses for which Employee is eligible to receive reimbursement during any other calendar year within the Term. Reimbursement of Business Expenses under this Section&nbsp;3(d) shall
generally be made within two weeks of Employee&#146;s submission of expense reports pursuant to Company policy, but in no event later than March&nbsp;15 of the calendar year following the calendar year in which the expense was incurred. Employee is
not permitted to receive a payment or other benefit in lieu of reimbursement under this Section&nbsp;3(d). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Long Term Incentive
Compensation</U>. Employee may, as determined by the Board (or a designated committee thereof) in its sole discretion, periodically receive grants of stock options or other equity or non-equity related awards pursuant to the Company&#146;s long-term
incentive plan(s), subject to the terms and conditions thereof. Any grants previously awarded to Employee pursuant to the Company&#146;s long-term incentive plan(s) that are outstanding on the Effective Date hereof shall continue to be governed by
the terms and conditions of such plan(s). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>4. <U>Termination of Employment</U></B>. Unless otherwise agreed to in writing by the
Company and Employee, Employee&#146;s employment hereunder may be terminated under the following circumstances:<B> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Death</U>.
Employee&#146;s employment hereunder shall terminate upon his death. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Inability to Perform</U>. Employee&#146;s employment may be
terminated by the Company if Employee has incurred a Disability. For purposes of this Agreement, &#147;<B><I>Disability</I></B>&#148; means Employee&#146;s inability to perform the essential functions of Employee&#146;s position with or without
reasonable accommodation, if required by law, due to physical or mental impairment. The existence of any such Disability shall be certified by a physician acceptable to both the Company and Employee. If the parties are not able to agree on the
choice of a physician, each party shall select a physician who, in turn, shall select a third physician to render such certification. In no </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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event will Employee&#146;s employment be terminated as a result of Disability pursuant to this Section&nbsp;4(b) until at least 180 consecutive days of paid leave have elapsed and the Company has
provided Employee with at least thirty days&#146; advance written notice of termination. During the 180&nbsp;days of paid leave, the Company may offset the payment of Employee&#146;s Base Salary then in effect by the amount of any short-term or
long-term disability benefits Employee receives pursuant to Section&nbsp;3(c) above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Termination by the Company</U>. The Company
may terminate Employee&#146;s employment with or without Cause. For purposes of this Agreement, the term &#147;<B><I>Cause</I></B>&#148; means Employee (i)&nbsp;has been convicted of a misdemeanor involving moral turpitude or a felony, (ii)&nbsp;has
engaged in grossly negligent or willful misconduct in the performance of his duties for the Company, which actions have had a material detrimental effect on the Company, (iii)&nbsp;has breached any material provision of this Agreement, (iv)&nbsp;has
engaged in conduct which is materially injurious to the Company (including, without limitation, misuse or misappropriation of the Company&#146;s funds or other property), or (v)&nbsp;has committed an act of fraud, provided, however, that the Company
must give Employee written notice of the acts or omissions constituting Cause within 60&nbsp;days after an officer of the Company (other than Employee) first learns of the occurrence of such event, and no termination shall be for Cause under clauses
(ii), (iii), (iv), or (v)&nbsp;contained in this Section&nbsp;4(c) unless and until Employee fails to cure such acts or omissions within 30&nbsp;days following receipt of such written notice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Termination by Employee</U>. Employee may, upon giving the Company no less than 30 days&#146; advance written notice, terminate
Employee&#146;s employment without Good Reason or for Good Reason. For purposes of this Agreement, the term &#147;<B><I>Good Reason</I></B>&#148; shall mean, without the express written consent of Employee, the occurrence of one of the following
arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation &#167; 1.409A-1(n)(2)(ii): (i)&nbsp;a material reduction in Employee&#146;s base compensation, (ii)&nbsp;a material diminution in Employee&#146;s
authority, duties or responsibilities, (iii)&nbsp;a permanent relocation in the geographic location at which Employee must perform services to a location more than 50 miles from the location at which Employee normally performed services immediately
before the relocation; (iv)&nbsp;a material reduction in the authority, duties or responsibilities of the person to whom Employee reports; or (v)&nbsp;any other action or inaction that constitutes a material breach by the Company of this Agreement.
Neither a transfer of employment among the Company and any of its Affiliates nor the Company or an Affiliate entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee&#146;s
allegation of Good Reason, (A)&nbsp;Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60&nbsp;days after the occurrence of such event, and (B)&nbsp;the Company shall have the opportunity to remedy the
alleged Good Reason event within 30 days from receipt of notice of such allegation. If not remedied within that 30-day period, Employee may submit a Notice of Termination pursuant to Section&nbsp;5(e), provided that the Notice of Termination must be
given no later than 100&nbsp;days after the expiration of such 30&nbsp;day period; otherwise, Employee is deemed to have accepted such event, or the Company&#146;s remedy of such event, that may have given rise to the existence of Good Reason;
provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee&#146;s right to claim Good Reason with respect to future similar events. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Investigation; Suspension</U>. The Company may suspend Employee with pay pending an
investigation authorized by the Company or a governmental authority or a determination by the Company whether Employee has engaged in acts or omissions constituting Cause, and such paid suspension shall not constitute Good Reason or a termination of
this Agreement or Employee&#146;s employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>5. <U>Compensation Upon Termination</U></B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>For Cause or Without Good Reason</U>. In the event Employee&#146;s employment is terminated by the Company for Cause or by the Employee
without Good Reason, the Company shall pay to Employee (i)&nbsp;any unpaid portion of the Base Salary through the Date of Termination at the rate then in effect, (ii)&nbsp;any unpaid Performance Bonus earned in the calendar year prior to the Date of
Termination, (iii)&nbsp;unreimbursed Business Expenses through the Date of Termination, and (iv)&nbsp;such employee benefits, if any, as to which Employee may be entitled pursuant to the terms governing such benefits. The amounts, if any, set forth
in (i), (ii), (iii), and (iv)&nbsp;shall be collectively referred to herein as the &#147;<B><I>Accrued Payments</I></B>&#148;. The Accrued Payments shall be paid at the time and in the manner required by applicable law but in no event later than 30
business days after the Date of Termination, with the exception of (ii), which shall be paid at the time provided in and in accordance with Section&nbsp;3(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Without Cause or For Good Reason</U>. In addition to the Accrued Payments, in the event Employee&#146;s employment is terminated by the
Company without Cause or by Employee for Good Reason and such termination constitutes a &#147;separation from service&#148; (as defined in Section&nbsp;5(i)), the Company shall pay to Employee an amount equal to the Performance Bonus that Employee
would have been entitled to receive pursuant to Section&nbsp;3(b) hereof for the calendar year of termination, multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in the calendar
year of Employee&#146;s termination, and the denominator of which is 365 (the &#147;<B><I>Pro-Rata Bonus</I></B>&#148;), payable as soon as administratively feasible following preparation of the Company&#146;s unaudited financial statements for the
applicable calendar year, but in no event later than March&nbsp;15 of the calendar year following the calendar year to which such Performance Bonus relates. In addition, the Company shall provide Employee with the following (the
&#147;<B><I>Severance Package</I></B>&#148;), contingent upon Employee satisfying the Severance Conditions, as defined below: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Payment of an amount (the &#147;<B><I>Separation Payment</I></B>&#148;), payable at the time and in the manner provided
below in this Section&nbsp;5(b), equal to the sum of: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) the aggregate amount of Base Salary as of the Date of
Termination or, if greater, before any reduction not consented to by Employee, that would have been paid to Employee if he had continued performing services pursuant to this Agreement for the remainder of the then-current Term (or, if greater, the
equivalent of twelve (12)&nbsp;months of Employee&#146;s Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee), plus </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) the aggregate of each Target Performance Bonus, calculated based on Employee&#146;s Base Salary in effect on the Date of
Termination </P>
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or, if greater, before any reduction not consented to by Employee, that Employee would have been eligible to receive if he had continued performing services pursuant to this Agreement for the
remainder of the then-current Term (or, if greater, one times the Target Performance Bonus, calculated based on Employee&#146;s Base Salary in effect on the Date of Termination or, if greater, before any reduction not consented to by Employee, that
Employee would have been eligible to receive for the calendar year of termination if Employee had continued performing services pursuant to this Agreement for the remainder of the calendar year of termination); plus </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Pay or reimburse on a monthly basis the premiums required to continue Employee&#146;s group health care coverage for a
period of 18 months following Employee&#146;s Date of Termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (&#147;<B><I>COBRA</I></B>&#148;), provided that Employee elects to continue and remains
eligible for these benefits under COBRA; plus </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Immediate vesting of all unvested equity awards under the
Company&#146;s 2010 Long Term Incentive Plan or other plans of the Company as of the Date of Termination, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the Date of
Termination (except to the extent the terms of any such equity awards explicitly provide that accelerated vesting upon a without Cause or Good Reason termination is not intended). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I></I></B>To receive the Severance Package, Employee must execute and return to the Company on or prior to the 50th day following the Date of Termination
a waiver and release of claims agreement in the Company&#146;s customary form, which shall exclude claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company and which may be
amended by the Company to reflect changes in applicable laws and regulations (the &#147;<B><I>Release</I></B>&#148;), and where applicable, not timely revoke such Release (the &#147;<B><I>Severance Conditions</I></B>&#148;).<B><I> </I></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Separation Payment shall be paid as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) If the Separation Payment is greater than the Section&nbsp;409A Exempt Amount (defined below), then &#151; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:17%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) the Section&nbsp;409A Exempt Amount shall be paid in substantially equal monthly installments over a period of twelve
(12)&nbsp;months beginning on the first payroll date which occurs on or after the 60th day following the Date of Termination, and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:17%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) the excess of the Separation Payment over the Section&nbsp;409A Exempt Amount shall be paid in a single lump sum no later
than 60&nbsp;days after the Date of Termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of this Agreement, the &#147;Section&nbsp;409A Exempt Amount&#148; is two times the lesser
of (x)&nbsp;Employee&#146;s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the calendar year in which Employee has a </P>
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&#147;separation from service&#148; (as defined in Section&nbsp;5(i)) with the Company (adjusted for any increase during that year that was expected to continue indefinitely if Employee had not
separated from service) or (y)&nbsp;the maximum amount that may be taken into account under a qualified plan pursuant to Section&nbsp;401(a)(17) of the Code for the year in which Employee has a separation from service. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) If the Separation Payment is equal to or less than the Section&nbsp;409A Exempt Amount, then the Separation Payment shall
be paid in equal monthly installments over a period of months (limited to 24 such months) determined by dividing (x)&nbsp;the Separation Payment by (y)&nbsp;the Employee&#146;s Monthly Base Salary as of the Date of Termination, commencing in payment
on the first day of the third month following the Date of Termination, provided that (A)&nbsp;the Date of Termination constitutes a &#147;separation from service&#148; (as defined in Section&nbsp;5(i)), and (B)&nbsp;the Separation Payment must be
paid no later than the last day of the Employee&#146;s second taxable year following the taxable year in which the Date of Termination occurs (and any installments that would otherwise be made after that date shall be consolidated and paid together
on the last monthly installment date occurring prior to the last day of the Employee&#146;s second taxable year following the taxable year in which the Date of Termination occurs). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Death or Disability</U>. In the event Employee&#146;s employment terminates by reason of his death or Disability, Employee (or his
estate) shall be entitled to receive: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the Accrued Payments; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation
of the Company&#146;s unaudited financial statements for the applicable calendar year, but in no event later than March&nbsp;15 of the calendar year following the calendar year to which such Performance Bonus relates; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) provided Employee satisfies the Severance Conditions, (A)&nbsp;an amount equivalent to twelve (12)&nbsp;months of
Employee&#146;s Base Salary as of the Date of Termination, or, if greater, before any reduction not consented to by Employee, payable in a lump sum within 60&nbsp;days of the Date of Termination; and (B)&nbsp;pay or reimburse on a monthly basis the
premiums required to continue Employee&#146;s group health care coverage for a period of 18&nbsp;months following Employee&#146;s Date of Termination, under the applicable provisions of COBRA, provided that Employee or his dependents, as applicable,
elect to continue and remain eligible for these benefits under COBRA. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Exclusive Compensation and Benefits</U>. The compensation
and benefits described in this Section&nbsp;5 or in Section&nbsp;6 as applicable, along with the associated terms for payment, constitute all of the Company&#146;s obligations to Employee with respect to the termination of Employee&#146;s
employment. Nothing in this Agreement, however, is intended to limit any earned, vested benefits (other than any entitlement to severance or separation pay, if any) that Employee may have under the applicable provisions of any benefit plan of the
Company in which Employee is participating on the Date of Termination, any rights Employee may have to continue or convert </P>
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coverage under certain employee benefit plans in accordance with the terms of those plans and applicable law, or any rights Employee may have under long-term incentive or equity compensation
plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Notice of Termination</U>. Any termination of Employee&#146;s employment occurring in accordance with the terms of this
Section&nbsp;5 (other than by reason of Employee&#146;s death) shall be communicated to the other party by written notice that (i)&nbsp;indicates the specific termination provisions of this Agreement relied upon, (ii)&nbsp;sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for the termination, and (iii)&nbsp;specifies the Date of Termination (a &#147;<B><I>Notice of Termination</I></B>&#148;), and that is delivered to the other party in accordance with
Section&nbsp;9(i) of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) <U>Date of Termination</U>. For purposes of this Agreement, &#147;<B><I>Date of
Termination</I></B>&#148; means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however that if Employee&#146;s employment is terminated by reason of his death, the Date of
Termination shall be the date of death of Employee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) <U>Deemed Resignations</U>. Unless otherwise agreed to in writing by the Company
and Employee prior to termination of Employee&#146;s employment, any termination of Employee&#146;s employment shall constitute an automatic resignation of Employee from all positions he then holds as an employee, officer, director, manager or other
service provider of the Company and each Affiliate of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) <U>Offset</U>. Employee agrees that the Company may set off
against, and Employee authorizes the Company to deduct from, any payments due to Employee, or to his estate, heirs, legal representatives, or successors, any amounts which may be due and owing to the Company or an Affiliate by Employee, whether
arising under this Agreement or otherwise; provided that no such offset may be made with respect to amounts payable that are subject to the requirements of Section&nbsp;409A of the Code unless the offset would not result in a violation of the
requirements of Section&nbsp;409A of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) <U>Application of Section&nbsp;409A</U>. The amounts payable pursuant to
Sections&nbsp;5 and 6 of this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section&nbsp;409A of the Code. Notwithstanding the foregoing, no amount payable pursuant to this Agreement which
constitutes a &#147;deferral of compensation&#148; within the meaning of the Treasury Regulations issued pursuant to Section&nbsp;409A of the Code (the &#147;<B><I>Section&nbsp;409A Regulations</I></B>&#148;) shall be paid unless and until Employee
has incurred a &#147;separation from service&#148; within the meaning of the Section&nbsp;409A Regulations. Furthermore, to the extent that Employee is a &#147;specified employee&#148; within the meaning of the Section&nbsp;409A Regulations as of
the date of Employee&#146;s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee&#146;s separation from service shall be paid to Employee before the date (the &#147;<B><I>Delayed
Payment Date</I></B>&#148;) which is first day of the seventh month after the date of Employee&#146;s separation from service or, if earlier, the date of Employee&#146;s death following such separation from service. All such amounts that would, but
for this Section&nbsp;5(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of
Section&nbsp;409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Employee&#146;s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of
separate payments. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>6. <U>Change in Control</U></B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) Upon the occurrence of a Change in Control (as defined in the Company&#146;s 2010 Long Term Incentive Plan) during the Term, all unvested
equity awards under the Company&#146;s 2010 Long Term Incentive Plan or other plans of the Company as of such date shall become immediately vested, regardless of any other established vesting schedule, such that all remaining unvested equity awards
shall be fully vested on the date of such Change in Control (except to the extent the terms of any such equity awards explicitly provide that accelerated vesting upon a Change in Control is not intended). In addition, if a Change in Control occurs
during the Term and (x)&nbsp;Employee is terminated by the Company for any reason other than for Cause within two years following such Change in Control or (y)&nbsp;Employee terminates employment for Good Reason within two years following such
Change in Control, and any such termination constitutes a separation from service (as defined in Section&nbsp;5(i)), then, the Company shall, in addition to providing Employee with the Accrued Payments: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Pay Employee within 60&nbsp;days following the Date of Termination, a lump sum payment equal to the sum of (A)&nbsp;2.99
times Employee&#146;s annual rate of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee; plus (B)&nbsp;2.99 times the greater of either (1)&nbsp;an amount equal to the Target Performance Bonus
Employee would have been eligible to receive pursuant to Section&nbsp;3(b) hereof for the calendar year of termination if Employee had continued performing services pursuant to this Agreement for the remainder of the calendar year of termination, or
(2)&nbsp;an amount equal to the average Performance Bonus paid (or payable) to Employee for the two calendar years preceding the Date of Termination or, if Employee was employed for less than two full calendar years, for the calendar year preceding
the Date of Termination; plus </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Pay or reimburse on a monthly basis the premiums required to continue Employee&#146;s
group health care coverage for a period of 18&nbsp;months following Employee&#146;s separation date, under COBRA, provided that Employee elects to continue and remains eligible for these benefits under COBRA; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">provided, that, nothing in this Section&nbsp;6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any
Change in Control, to provide Employee with the compensation due pursuant to Section&nbsp;3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee&#146;s service continues pursuant to this Agreement following
the occurrence of such Change in Control; provided, further, that, in the event Employee is terminated simultaneously with the occurrence of a Change in Control or within two years thereof, Employee shall be entitled to receive the greater of the
payments or benefits provided under Section&nbsp;5(b) of this Agreement and this Section&nbsp;6(a), which receipt shall be conditioned upon Employee&#146;s satisfaction of the Severance Conditions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Notwithstanding anything to the contrary in this Agreement, if Employee is a &#147;disqualified individual&#148; (as defined in
Section&nbsp;280G(c) of the Code), and the payments and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company or any of its affiliates, would constitute a
&#147;parachute payment&#148; (as defined in Section&nbsp;280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a)&nbsp;reduced (but not below zero) so that the present value of such total amounts
and benefits received by Employee from the Company and its affiliates will be one dollar ($1.00) less than three times Employee&#146;s &#147;base amount&#148; (as defined in Section&nbsp;280G(b)(3) of the Code) and so that no portion of such amounts
and benefits received by Employee shall be subject to the excise tax imposed by Section&nbsp;4999 of the Code or (b)&nbsp;paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax
under Section&nbsp;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 &#147;parachute payment&#148; exists,
exceeds one dollar ($1.00) less than three times Employee&#146;s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section&nbsp;6(b) shall require the
Company to be responsible for, or have any liability or obligation with respect to, Employee&#146;s excise tax liabilities under Section&nbsp;4999 of the Code, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>7. <U>Protection of Information</U></B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Disclosure to and Property of the Company</U>. All information, trade secrets, designs, ideas, concepts, improvements, product
developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during the term of his employment (whether during business hours or
otherwise and whether on the Company&#146;s premises or otherwise) that relate to the Company&#146;s or any of its wholly-owned subsidiaries&#146; business, products or services and all writings or materials of any type embodying any such matters
(collectively, &#147;<B><I>Confidential Information</I></B>&#148;) shall be disclosed to the Company, and are and shall be the sole and exclusive property of the Company. Confidential Information does not, however, include any information that is
available to the public other than as a result of any unauthorized act of Employee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>No Unauthorized Use or Disclosure</U>.
Employee agrees that Employee will preserve and protect the confidentiality of all Confidential Information and work product of the Company and its wholly-owned subsidiaries, and will not, at any time during or after the termination of
Employee&#146;s employment with the Company, make any unauthorized disclosure of, and shall not remove from the Company premises, and will use reasonable efforts to prevent the removal from the Company premises of, Confidential Information or work
product of the Company or its wholly-owned subsidiaries, or make any use thereof, in each case, except in the carrying out of Employee&#146;s responsibilities hereunder. Employee shall have no obligation hereunder to keep confidential any
Confidential Information if and to the extent disclosure thereof </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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is specifically required by law; provided, however, that in the event disclosure is required by applicable law and Employee is making such disclosure, Employee shall provide the Company with
prompt notice of such requirement, and shall use commercially reasonable efforts to give such notice prior to making any disclosure so that the Company may seek an appropriate protective order. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Remedies</U>. Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Section&nbsp;7 by
Employee, and the Company or its wholly-owned subsidiaries shall be entitled to enforce the provisions of this Section&nbsp;7 by obtaining an order for specific performance and/or injunctive relief as remedies for any such breach or threatened
breach, including but not limited to an order terminating payments owing to Employee under this Agreement. Such remedies shall not be deemed the exclusive remedies for a breach of this Section&nbsp;7, but shall be in addition to all remedies
available at law or in equity to the Company, including the recovery of damages from Employee and remedies available to the Company pursuant to other agreements with Employee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>No Prohibition</U>. Nothing in this Section&nbsp;7 shall be construed as prohibiting Employee, following the termination of the
Prohibited Period (as defined below), from being employed by any Competing Business (as defined below) or engaging in any Prohibited Activity (as defined below); provided, that during such employment or engagement Employee complies with his
obligations under this Section&nbsp;7. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>8. <U>Non-Competition and Non-Solicitation</U></B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Definitions</U>. As used in this Agreement, the following terms shall have the following meanings: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) &#147;<B><I>Affiliate</I></B>&#148; shall mean an individual or entity that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a specified individual or entity. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)
&#147;<B><I>Competing Business</I></B>&#148; means any business, individual, partnership, firm, corporation or other entity engaged in oil and gas exploration and production. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) &#147;<B><I>Prohibited Activity</I></B>&#148; means any service or activity on behalf of a Competing Business that
involves the planning, management, supervision, or providing of services that are substantially similar to those services Employee provided to the Company within the last 12&nbsp;months of Employee&#146;s employment with the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) &#147;<B><I>Prohibited Period</I></B>&#148; means the Term and the 12&nbsp;month period following the termination of
Employee&#146;s employment with the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) &#147;<B><I>Restricted Area</I></B>&#148; means any area within a six
(6)&nbsp;mile radius of the boundary of any existing leasehold or other property of the Company or its Affiliates, either during the Term or as of the Employee&#146;s Date of Termination. The parties stipulate that the forgoing is a reasonable area
restriction because the area identified is the market area with respect to which Employee will help the Company provide its products and services, help analyze, and/or receive access to Confidential Information. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Protective Covenants and Restrictions</U>. Acknowledging delivery of Confidential
Information and that such Confidential Information is vital to Employee&#146;s continued performance of services to the Company and acknowledging that the Company is delivering and will deliver the Confidential Information partly in reliance on the
protective covenants and restrictions set forth herein, Employee agrees that the following protective covenants are reasonable and necessary for the protection of the Company&#146;s legitimate business interests, do not create any undue hardship on
Employee, and are not contrary to the public interest: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Non-compete</U>. Employee expressly covenants and agrees
that, during the Prohibited Period, he will not engage in any Prohibited Activity in the Restricted Area. Notwithstanding the foregoing, in the event Employee resigns his employment or is terminated, for any reason, on or after a Change in Control,
Employee shall have no obligations to comply with this Section&nbsp;8(b)(i). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Non-solicitation</U>. Employee
further expressly covenants and agrees that during the Prohibited Period, he will not (A)&nbsp;solicit any individual who, on the Date of Termination, is an employee of the Company, to leave such employment, provided that Employee will not be deemed
to have violated this provision if employees of the Company directly contact Employee regarding employment or respond to general advertisements for employment, or (B)&nbsp;solicit any client or customer of the Company, with whom Employee has had
direct contact with, or about whom Employee has Confidential Information, to terminate or modify its relationship with the Company that exists on the Date of Termination. Notwithstanding the foregoing, in the event Employee resigns his employment or
is terminated, for any reason, on or after a Change in Control, Employee shall have no obligations to comply with this Section&nbsp;8(b)(ii). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Permitted Ownership</U>. Notwithstanding any of the foregoing, Employee shall not be prohibited from owning 2.5% or less of the
outstanding equity securities of any entity whose equity securities are listed on a national securities exchange or publicly traded in any over-the-counter market, provided that neither Employee nor any of his Affiliates, together or alone, has the
power, directly or indirectly, to control or direct or is involved in the management or affairs of any such corporation that is a Competing Business. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Reasonableness</U>. Employee and the Company agree and acknowledge that the limitations as to time, geographical area and scope of
activity to be restrained as set forth in this Section&nbsp;8 are the result of arm&#146;s-length bargaining, are fair and reasonable, and do not impose any greater restraint than is necessary to protect the legitimate business interests of the
Company in light of (i)&nbsp;the nature and geographic scope of the Company&#146;s operations; (ii)&nbsp;Employee&#146;s level of control over and contact with the Company&#146;s business in the Restricted Area; (iii)&nbsp;the fact that the
Company&#146;s business is conducted throughout the Restricted Area; and (iv)&nbsp;the consideration that Employee is receiving in connection with the performance of his duties hereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Relief and Enforcement</U>. Employee hereby represents to the Company that he has read and understands, and agrees to be bound by, the
terms of this Section&nbsp;8. It is the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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desire and intent of the parties hereto that the provisions of this Section&nbsp;8 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect. However,
to the extent that any part of this Section&nbsp;8 may be found invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part,
if more limited in scope, would have been enforceable, and such part shall be deemed to have been so written and the remaining parts shall as written be effective and enforceable in all events. Employee and the Company further agree and acknowledge
that, in the event of a breach or threatened breach of any of the provisions of this Section&nbsp;8, the Company shall be entitled to immediate injunctive relief, as any such breach would cause the Company irreparable injury for which it would have
no adequate remedy at law. Nothing herein shall be construed so as to prohibit the Company from pursuing any other remedies available to it hereunder, at law or in equity, for any such breach or threatened breach. For purposes of this
Section&nbsp;8, references to the Company shall include the Company&#146;s Affiliates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>9. <U>General Provisions</U></B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Amendments and Waiver</U>. Other than pursuant to Section&nbsp;4(d), (i)&nbsp;the terms and provisions of this Agreement may not be
modified or amended, nor may any of the provisions hereof be waived, temporarily or permanently, unless such modification or amendment is agreed to in writing and signed by Employee and by a duly authorized officer of the Company, and such waiver is
set out in writing and signed by the party to be bound by waiver, and (ii)&nbsp;the failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of
such party thereafter to enforce each and every provision of this Agreement in accordance with its terms, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other type of breach on a future occasion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Withholding and Deductions</U>. With respect to any payment to be made to Employee, the Company shall deduct, where applicable, any
amounts authorized by Employee, and shall withhold and report all amounts required to be withheld and reported by applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c)
<U>Mitigation</U>. Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any
compensation earned by Employee as the result of employment by another employer after the Date of Termination, or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d)
<U>Survival</U>. The termination of Employee&#146;s employment shall not impair the rights or obligations of any party that have accrued prior to such termination or which by their nature or terms survive termination of the Term, including without
limitation the Company&#146;s obligations under Sections&nbsp;5 and 6 and Employee&#146;s obligations under Sections&nbsp;7 and 8. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e)
<U>No Obligation to Pay</U>. With regard to any payment due to Employee under this Agreement, it shall not be a breach of any provision of this Agreement for the Company to fail to make such payment to Employee if by doing so, the Company violates
applicable law. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) <U>Validity</U>. The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) <U>Entire Agreement</U>. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and
contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Employee by the Company. Without limiting the scope of the preceding sentence, all understandings and agreements
preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) <U>Successors and Assigns; Binding Agreement</U>. This Agreement shall bind and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither this Agreement nor any right or obligation hereunder of any party may be assigned or delegated without the prior
written consent of the other party hereto; provided, however, that the Company may assign this Agreement to any of its Affiliates and Employee may direct payment of any benefits that will accrue upon death. Employee shall not have any right to
pledge, hypothecate, anticipate, or in any way create a lien upon any payments or other benefits provided under this Agreement; and no benefits payable under this Agreement shall be assignable in anticipation of payment either by voluntary or
involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. This Agreement shall not confer any rights or remedies upon any person or legal entity other than the parties hereto and their respective
successors and permitted assigns. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) <U>Notices</U>. For purposes of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been duly given (i)&nbsp;when received, if delivered personally or by courier, (ii)&nbsp;on the date receipt is acknowledged, if delivered by certified mail, postage prepaid, return receipt
requested, or (iii)&nbsp;one day after transmission, if sent by facsimile transmission with confirmation of transmission, as follows: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="84%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="22%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="76%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to Employee, at:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Nickolas J. Lorentzatos</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">543 Westminster Dr.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Houston, Texas 77024</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to the Company, at:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Oasis Petroleum Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Attn: Michael H. Lou</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President and Chief Financial Officer</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">1001 Fannin Street, Suite&nbsp;1500</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Houston, Texas 77002</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or
changes of address shall be effective only upon receipt. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(j) <U>Construction</U>. Where specific language is used to clarify by example a
general statement contained herein, such specific language shall not be deemed to modify, limit or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their
mutual intent, and no rule of strict construction shall be applied against any party. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its construction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(k) <U>Assistance in Litigation</U>. During the Term and for a period of four years following the Date of Termination, Employee shall, if
given at least two (2)&nbsp;weeks notice, furnish such information and proper assistance to the Company or any of its Affiliates as may reasonably be required by the Company in connection with any litigation, investigations, arbitrations, and/or any
other fact-finding or adjudicative proceedings involving the Company or any of its Affiliates, provided that if such assistance is requested after the Date of Termination: (i)&nbsp;such assistance not unreasonably interfere with Employee&#146;s
employment or other activities or endeavors; and (ii)&nbsp;such assistance not exceed forty hours in any twelve month period, unless otherwise agreed in writing by the parties. This obligation shall include, without limitation, to meet with counsel
for the Company or any of its Affiliates and provide truthful testimony at the request of the Company or as otherwise required by law or valid legal process. The Company shall reimburse Employee for all reasonable out-of-pocket expenses incurred by
Employee and approved in advance by the Company in rendering such assistance (such as travel, parking, and meals but not attorney&#146;s fees). In addition, following the Date of Termination, the Company shall pay the Employee $300/hr for his time
in providing information and assistance in accordance with this Section&nbsp;9(k). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(l) <U>Governing Law; Construction; Venue; Jury-Trial
Waiver</U>. The parties (i)&nbsp;agree that this Agreement is governed by and shall be construed and enforced in accordance with Texas law, excluding its choice-of-law principles, except where federal law may preempt the application of state law;
(ii)&nbsp;agree that this Agreement is to be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties; (iii)&nbsp;submit and consent to the exclusive jurisdiction, including removal jurisdiction, of the
state and federal courts located in Harris County, Texas (or the county where the Company&#146;s principal executive offices are located if different) for any action or proceeding relating to this Agreement or Employee&#146;s employment;
(iv)&nbsp;waive any objection to such venue; (v)&nbsp;agree that any judgment in any such action or proceeding may be enforced in other jurisdictions; and (vi)&nbsp;irrevocably waive the right to trial by jury and agree not to ask for a jury in any
such proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(m) <U>Mutual Contribution</U>. The parties to this Agreement have mutually contributed to its drafting. Consequently,
no provision of this Agreement shall be construed against any party on the grounds that such party drafted the provision or caused it to be drafted. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Employment Agreement as of the
Effective Date. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>OASIS PETROLEUM INC.</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Michael H. Lou</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Michael H. Lou</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President &amp; Chief Financial Officer</TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>EMPLOYEE:</B></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Nickolas J. Lorentzatos</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Nickolas J. Lorentzatos</TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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