Common use of VESTING SCHEDULE; SERVICE REQUIREMENT Clause in Contracts

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 2, the Phantom Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Phantom Shares,” as follows: one hundred percent (100%) of the Phantom Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Phantom Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $9.81 and (ii) one hundred percent (100%) of the Phantom Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $13.08, in each case, subject to the Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Phantom Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Phantom Shares become Vested Phantom Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Phantom Shares. Phantom Shares that have vested pursuant to this Agreement are referred to herein as “Vested Phantom Shares” and Phantom Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Phantom Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), Participant’s death or Disability, any Unvested Phantom Shares shall become Vested Phantom Shares. If an installment of the vesting would result in a fractional Vested Phantom Share, such installment will be rounded to the next lower Phantom Share except the final installment, which will be for the balance of the Phantom Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 23, the Phantom Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Phantom Awarded Shares,” as follows: one hundred percent (100%) of the Phantom Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Phantom Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $9.81 and (ii) one hundred percent (100%) of the Phantom Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $13.08, in each case, subject to the Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Phantom Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Phantom Awarded Shares become Vested Phantom Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Phantom Awarded Shares. Phantom Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Phantom Awarded Shares” and Phantom Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Phantom Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), Participant’s death or Disability, any Unvested Phantom Awarded Shares shall become Vested Phantom Awarded Shares. If an installment of the vesting would result in a fractional Vested Phantom Awarded Share, such installment will be rounded to the next lower Phantom Awarded Share except the final installment, which will be for the balance of the Phantom Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 2, the Phantom Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Phantom Shares,” as follows: one hundred percent (100%) of the Phantom Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Phantom Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $9.81 4.52 and (ii) one hundred percent (100%) of the Phantom Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $13.086.02, in each case, subject to the Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Phantom Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Phantom Shares become Vested Phantom Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Phantom Shares. Phantom Shares that have vested pursuant to this Agreement are referred to herein as “Vested Phantom Shares” and Phantom Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Phantom Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Phantom Shares shall become Vested Phantom Shares. If an installment of the vesting would result in a fractional Vested Phantom Share, such installment will be rounded to the next lower Phantom Share except the final installment, which will be for the balance of the Phantom Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 23, the Phantom Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Phantom Awarded Shares,” as follows: one hundred percent (100%) of the Phantom Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Phantom Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $9.81 4.52 and (ii) one hundred percent (100%) of the Phantom Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $13.08, 6.02 in each case, subject to the Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Phantom Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Phantom Awarded Shares become Vested Phantom Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Phantom Awarded Shares. Phantom Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Phantom Awarded Shares” and Phantom Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Phantom Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Phantom Awarded Shares shall become Vested Phantom Awarded Shares. If an installment of the vesting would result in a fractional Vested Phantom Awarded Share, such installment will be rounded to the next lower Phantom Awarded Share except the final installment, which will be for the balance of the Phantom Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.