Second Amendment to Change in Control Agreement between Ovintiv Inc. and Gregory D. Givens effective February 27, 2024

SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Second Amendment”) is dated effective as of February 27, 2024 (the “Effective Date”), by and between Gregory D. Givens (the “Executive”) and Ovintiv Inc., a Delaware corporation (the "Corporation"). The Executive and Corporation may each individually be referred to as a “Party” and together the “Parties”.

WHEREAS, the Executive and Corporation are parties to that certain Change in Control Agreement, effective January 24, 2020, as amended (the "Original CIC Agreement"), pursuant to which the Corporation agreed to provide the Executive with certain compensation and benefits upon a change in control of the Corporation; and

WHEREAS, the Parties desire to amend Section 4 of the Original CIC Agreement to, among other things, modify the compensation and benefits entitled to the Executive following a change in control event at the Corporation.

NOW THEREFORE, for good and valuable consideration including, among other things, the employment services rendered by the Executive to the Corporation, the receipt and sufficiency of which is hereby acknowledged by the Parties, and in consideration of the mutual covenants and agreements set forth herein, the Parties hereby covenant and agree as follows:

Severance Payment, Severance Period and Severance Salary Rate. The Corporation shall pay to the Executive, on account of both compensation in lieu of notice and loss of office, on the Payment Date, in cash, in a lump sum, on the Payment Date, a severance payment (the “Severance Payment”) equal to the amount of base salary the Executive would have earned had he continued to be employed until the end of the thirtieth (30th) full calendar month following the Date of Termination (the “Severance Period”) assuming that the Executive’s rate of monthly base salary during the Severance Period would be equal to the highest monthly rate of base salary which was payable to the Executive by the Corporation or an Affiliate during the thirty (30)-month period immediately preceding the Date of Termination (disregarding any reduction thereto that constitutes Good Reason) (the “Severance Salary Rate”).

Annual Incentive Plans. The Corporation shall pay to the Executive, in cash, in a lump sum, on the Payment Date, a payment equal to the greater of (i) two and one half (2.5) times the Executive’s target bonus as of the Date of Termination or (ii) two and one half (2.5) times the average of the annual bonus paid to the Executive by the Corporation in respect of the three complete fiscal years of the Corporation immediately preceding the Effective Date (for any such complete fiscal year for which the Executive was not eligible for an annual bonus, the Executive’s target bonus as in effect immediately prior to the Effective Date) ((i) or (ii), the “Applicable Bonus”).

Pension Benefits. The Corporation shall pay to the Executive the maximum contribution that the Corporation or a subsidiary thereof would have been required to make on behalf of the Executive under the U.S. Retirement Plan at the percentage of salary specified therein in respect to the Severance Period based on:

This payment will be made to the Executive in a lump sum on the Payment Date.

Annual Allowance. The Corporation shall pay to the Executive, in cash, in a lump sum, on the Payment Date an amount equal to two and one half (2.5) times the annual allowance to which the Executive is entitled as of the date of the Date of Termination (or, if higher, as of immediately prior to the Effective Date).

Professional Membership Fees. The Corporation shall pay the Executive, in cash, in a lump sum, on the Payment Date, an after-tax amount equal to two and one half (2.5) times the amount reimbursed or paid by the Corporation (separate from the annual allowance) in respect of membership fees for membership in professional organizations related to the Executive’s position and duties with the Corporation for the year preceding the year in which the Date of Termination occurs (or, if greater, preceding the year in which the Effective Date occurs).

IN WITNESS WHEREOF this Second Amendment has been executed effective as of the Effective Date.