Separation Agreement, by and between Alta Mesa Services, LP and Craig W. Collins, dated March 26, 2019

This SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), and Craig W. Collins (“Executive”). The Company and Executive may be individually referred to herein as the “Party” and collectively as the “Parties.” This Agreement is effective on March 26, 2019.

 

WHEREAS, Executive and the Company entered into the Employment Agreement dated as of April 3, 2018 (the “Employment Agreement”); and

WHEREAS, Executive will resign from the Company, effective as of April 3, 2019 (the “Resignation Date”), and thus Executive’s employment with the Company and all of its Affiliates will terminate as of the close of business on the Resignation Date; and

WHEREAS, the Executive and the Company have negotiated and reached an agreement with respect to all rights, duties and obligations arising between them, including but not limited to any rights, duties and obligations that arise out of Executive’s separation from the Company and its Affiliates, and any promised equity in the Company.

NOW, THEREFORE, in consideration of the promises, conditions, and mutual covenants set forth in this Agreement, and for such other good and valuable consideration, the receipt and legal sufficiency of which the Parties acknowledge, the Parties hereby agree as follows:

Therefore, Executive agrees that Executive has waived and has no right to the Outstanding Equity, the 2019 Equity Award or the Additional Payments referenced in Sections 6(b)(1)(B) (“Anticipatory Termination”) or 6(b)(1)(C) (“Termination Following Change in Control”) of the Employment Agreement. In the event that on or before the Resignation Date Executive is terminated by the Company for Cause, Executive shall not be entitled to the benefits described above in this Section, and instead shall receive only the severance benefits as provided for in the Employment Agreement that are applicable to an involuntary termination for Cause.

with such modification, if any, to become a part hereof and treated as though contained in this original Agreement, nor shall such holding affect the enforceability or validity of the offending provision in any other jurisdiction. The Parties further agree that any such court or arbitrator is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety. The Parties expressly agree that this Agreement, as so modified by any such court or arbitrator, shall be binding upon and enforceable against each other.

“Restricted Territory” means the counties of Blaine, Canadian, Dewey, Garfield, Kingfisher, Logan and Major in the State of Oklahoma.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date first set forth above with the intent to be bound by its terms and conditions.

By:     OEM GP, LLC,

a Texas limited liability company,

its general partner

By:     Alta Mesa Holdings, LP,

a Texas limited partnership,

its sole member

By:     Alta Mesa Holdings GP, LLC,

a Texas limited liability company,

its general partner

By:    /s/ James T. Hackett    

Name:    James T. Hackett

Title:    Chairman of the Board

By:    Alta Mesa Holdings GP, LLC,

a Delaware limited liability company,

its general partner

By:    /s/ James T. Hackett    

Name:    James T. Hackett

Title:    Chairman of the Board

In consideration of the Severance Payments (as defined in that certain Separation Agreement by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”) and Craig W. Collins (“Executive”), dated as of April __, 2019 (the “Separation Agreement”)), this Release Agreement (“Agreement”), which is an exhibit to the Separation Agreement, is made and entered into by the Company and Executive (each a “Party” and together, the “Parties”), to be effective as of the Effective Date (as such term is defined in Section 19).

By signing this Agreement, Executive and the Company hereby agree as follows:

9.    General Release and Waiver. In consideration of the Severance Payments and other consideration provided for in this Agreement and the Separation Agreement, that being good and valuable consideration, the receipt, adequacy, and sufficiency of which are acknowledged by Executive, Executive, on his own behalf and on behalf of his agents, administrators, representatives, executors, successors, heirs, devisees, and assigns (individually, “Releasing Party,” and collectively, the “Releasing Parties”) hereby fully releases, remises, waives, acquits, and forever discharges the Company, all of the Company’s predecessors, successors, parents, subsidiaries, divisions, Affiliates, partners, and related companies (including Alta Mesa and any of its subsidiaries) and all of their respective present and former assigns, agents, directors, officers, employees, managers, executives, consultants, committees, insurers, employee benefit committees, fiduciaries, executors, administrators, donors, volunteers, vendors, representatives, and attorneys, and all persons and entities acting by, through, under, or in concert or privity with any of the individuals or entities referenced above (individually, “Released Party” and collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities, and indemnities of any kind or nature whatsoever (individually, “Claim,” and collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory, or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive, or any other kind of damages, which any of the Releasing Parties ever had in the past, or presently has or may have, against any of the Released Parties arising from or relating to Executive’s employment with the Company or its Affiliates or the termination of that employment relationship or any circumstances related thereto, or any other matter, cause, or thing whatsoever, including without limitation, all claims arising under or relating to his employment or termination thereof, any type of alleged employment agreement or other agreement, bonuses, any bonus plan, any long term incentive plan, right to purchase or actual purchase of any shares of stock or other equity interests of the Company or any of its Affiliates, any other claimed payments, employment contracts, benefits or purported employment discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature. This release includes, without limitation, (1) law or equity claims, (2) contract (express or implied) or tort claims, (3) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual     orientation, or any other form of discrimination, harassment, hostile work environment, or retaliation (including, without limitation, the Age

Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act, the Americans with Disabilities Act Amendments Act of 2008, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981, the Rehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act, the Genetic Information and Nondiscrimination Act of 2008, Section 1558 of the Patient Protection and Affordable Care Act of 2010, the Consolidated Omnibus Budget Reconciliation Act of 1985, Texas civil rights laws, all amendments to any of these above-referenced laws, or any other federal, state, or local laws of any jurisdiction, (4) claims under any other federal, state, local, municipal, or statutory or common law whistleblower protection, discrimination, wrongful discharge, anti-harassment, or anti-retaliation statute or ordinance, (5) claims arising under ERISA, or (6) any and all other statutory or common law claims related to Executive’s employment or separation from employment. Executive acknowledges and is specifically waiving all claims to the Outstanding Equity and 2019 Equity Award (as each are defined in the Separation Agreement). This release does not release any claims that the law does not permit Executive to release. This release shall not apply to (a) the performance of any of the obligations of (i) the Company under this Agreement or the Separation Agreement, (ii) Alta Mesa Holdings, LP under the Separation Agreement, or (iii) Alta Mesa Resources, Inc. (“AMR”) under the Indemnity Agreement between AMR and Executive, (b) Executive’s right to elect COBRA continuation coverage (which shall be subject to COBRA law and regulation) or (c) with respect to Executive’s interest in any vested accrued benefit or account balance under any employee benefit plan subject to ERISA to which Executive is entitled under the terms and conditions of such plan. Executive acknowledges that the Severance Payments constitute good and valuable consideration for the release contained in this Section 9.

or (b) interest and additional tax under Code Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Accordingly, Executive consents to any amendment of this Agreement and the Separation Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Executive a copy of such amendment. Further, to the extent that any terms of this Agreement or the Separation Agreement are ambiguous, such terms shall be interpreted as necessary to comply with, or an exemption under, Code Section 409A when applicable.

Executive must sign and return the executed Agreement within twenty-one (21) days of the Resignation Date. No Severance Payments shall be payable or provided by the Company unless and until this Agreement has been executed by Executive, has not been revoked, and is no longer subject to revocation by Executive. The Severance Payments shall be paid or provided by the Company only after the Agreement has been properly executed and delivered to the Company by Executive and has become effective and irrevocable within sixty (60) days following the Resignation Date. In the event that such 60-day period spans two calendar years, the Severance Payments will be paid in the later year. If the conditions set forth in the preceding sentence are not satisfied by Executive, the Severance Payments shall be forfeited hereunder without the necessity of any further notice.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date first set forth above with the intent to be bound by its terms and conditions.

By:     OEM GP, LLC,

a Texas limited liability company,

its general partner

By:     Alta Mesa Holdings, LP,

a Texas limited partnership,

its sole member

By:     Alta Mesa Holdings GP, LLC,

a Texas limited liability company,

its general partner

By:        

Name:    James T. Hackett

Title:    Chairman of the Board