CWEI AUSTIN CHALK REWARD PLAN II ARTICLE I Purpose of Plan

 

(a)

The portion of any costs or expenses incurred by the Employer that are attributable to acquiring the Well Interests.

 

(b)

Affiliate:

An “Affiliate” of any specified person means any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person.  For the purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

( c)

Agreed Rate:

2.86% per annum, compounded quarterly.

 

(d)

Bonus Award:

The right granted to a Participant to receive payments, if any, under the terms and conditions of the Plan.

 

(e)

Bonus Percentage:

The designated percentage set forth in each Participant’s Notice of Bonus Award that is used to calculate the amount of payments, if any, that such Participant may be entitled to under the Plan.

 

(f)

A “Change of Control” will be deemed to occur as of (i) the date  any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this clause, such person or group shall be deemed to beneficially own any Voting Stock of the Company held by a parent entity,  if such person or group “beneficially owns” (as defined above), directly or indirectly, more than 35% of the voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) or its parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of the Company (or such successor) or its parent entity, or (ii) the date of death of Clayton W. Williams, Jr.

 

(g)

Code:

The Internal Revenue Code of 1986, as amended from time to time.

 

(h)

The Compensation Committee of the Company’s board of directors.

 

(i)

Clayton Williams Energy, Inc.

 

(j)

August 9, 2010

 

(k)

Each person who is employed by Employer or who performs services for the Employer as a consultant or independent contractor.

 

(l)

The Company and its wholly-owned Affiliates.

 

(m)

The Securities Exchange Act of 1934, as amended.

 

(n)

August 9, 2012

 

(o)

The notice provided to each Participant pursuant to Section 3.1, setting forth, among other things, the Participant’s Bonus Percentage under the Plan.

 

(p)

Each Eligible Person who has been granted a Bonus Award under the Plan and participates in the Plan in accordance with the provisions of Article III.

 

(q)

With respect to each Plan Quarter, the date that payment, if any, is made to eligible Participants pursuant to Article V.

 

(r)

Each Participant’s spouse, parents, or natural or adoptive lineal descendants, or one or more trusts or partnerships established exclusively for the benefit of each Participant’s spouse, parents or natural or adoptive lineal descendants.

 

(s)

Clayton W. Williams, Jr. and any Affiliate or Related Person thereof.

 

(t)

This CWEI Austin Chalk Reward Plan II, as amended from time to time.

 

(u)

   Each calendar quarter within a Plan Year.

 

(v)

Each twelve consecutive month period beginning each January 1.

 

(w)

This amount, if any, for each Participant with respect to each Plan Quarter that is calculated in accordance with the provisions of Section 4.3.

 

(x)

The bonus pool, if any, determined as of the end of each Plan Quarter in accordance with the provisions of Article IV.

 

(y)

With respect to any Permitted Holder, a “Related Person” means:

 

(z)

A “Sale Transaction” will be deemed to occur on (1) any sale, exchange, or other disposition to a third party (excluding any Affiliate of the Employer) of (i) the Employer’s Well Interest or of the Employer’s rights or benefits with respect to the Well Interest, or (ii) all or substantially all of the Company’s assets, or (2) a Change of Control.

 

(aa)

All classes of capital stock of a corporation then outstanding and normally entitled to vote in the election of directors.

 

(bb)

A well drilled by the Employer in the area described on Exhibit B, provided that the well has a spud date on or after the Effective Date and the primary objective of the well is the Austin Chalk, Buda, Georgetown or Eagle Ford Shale formation.

 

(cc)

The Employer’s share of costs pursuant to any operating agreement for the drilling, completing, equipping, deepening, or sidetracking the Well, including, without limitation: (i) the costs of surveying and staking the Well, the costs of any surface damages, and the costs of clearing, coring, testing, logging, and evaluating the Well; (ii) the costs of casing, cement, and cement services for the Well; (iii) the cost of plugging and abandoning the Well (including standard and customary radiation activities associated therewith), if it is determined that the Well would not produce in commercial  quantities and should be abandoned; (iv) all direct charges and overhead chargeable to the Employer with respect to the Well under any applicable operating agreement until such time as all operations are carried out as required by applicable regulations and sound engineering practices to make such Well ready for production, including such charges and overhead attributable to the installation and testing of wellhead equipment, or costs to plug and abandon a dry hole; (v) all costs incurred by the Employer in recompleting or plugging back the Well; (vi)  all costs incurred by the Employer in reworking the Well if the rework is covered by an authority for expenditure under the applicable operating agreement; (vii) all costs incurred by the Employer in locating, drilling, completing, equipping, deepening, or sidetracking any enhanced recovery producer or injector Well (including the costs of all necessary surface equipment such as steam generators, compressors, water treating facilities, injection pumps, flow lines and steam lines); and (viii) the costs of constructing production facilities, pipelines and other facilities necessary to develop property acquired pursuant to the terms  hereof and produce, collect, store, treat, deliver, market, sell or otherwise dispose of oil, gas, and other hydro carbons and minerals therefrom; provided, that Well Costs will not include any Acquisition Costs.

 

(dd)

7% of the Employer’s working interest in each Well.

 

(ee)

As of the applicable measurement date, an amount equal to the cumulative cash proceeds earned by the Employer with respect to all Well Interests, minus the sum of (i) Well Costs and other expenses incurred by the Employer with respect to such Well Interests, plus (ii) an internal rate of return on such costs equal to the Agreed Rate.

 

(a)

The date on which such Participant terminates employment or service with the Employer for any reason, but only if such termination date occurs prior to the Full Vesting Date; provided, however, that with respect to a Participant who is a consultant or independent contractor and who is not actively performing services for the Employer, such Participant will, for purposes of the Plan, be deemed to remain in the service of the Employer unless and until the Committee, in its sole discretion, determines that such service relationship has been terminated;

 

(b)

The date on which such Participant forfeits his Bonus Award after the Full Vesting Date pursuant to Section 6.2;

 

(c)

The date of death of such Participant if there is no Permitted Assignee pursuant to Article VII; or

 

(d)

The date of termination of the Plan or such Participant's Bonus Award pursuant to Article X.

 

(a)

If Well Interest Profits, determined as of the last day of the applicable Plan Quarter, equal a negative amount or zero, the Quarterly Bonus Pool for such Plan Quarter will be deemed to be equal to zero.

 

(b)

If Well Interest Profits, determined as of the last day of the applicable Plan Quarter, equal an amount greater than zero, the Quarterly Bonus Pool for such Plan Quarter will be an amount equal to (i) Well Interest Profits determined as of the last day of such Plan Quarter, minus (ii) the sum of the Quarterly Bonus Pools for all preceding Plan Quarters (taking into account that a Quarterly Bonus Pool will be deemed to be equal to zero if it would otherwise be a negative amount).

 

(a)

with respect to time periods during which such Participant is employed by or performing (or deemed to be performing) services for the Employer, (1) materially breaches the terms of his employment agreement or other services agreement with the Employer or any of its Affiliates, (2) materially breaches the terms of any corporate policy or code of conduct established by the Employer or any of its Affiliates, or (3) the Committee, in its sole discretion, determines that such Participant has engaged in gross negligence or willful misconduct in the performance of services for the Employer or any of its Affiliates, including, without limitation, a willful refusal without proper legal reason to perform his duties and responsibilities, or

 

(b)

at any time, including time periods during which such Participant is not employed by or performing (or deemed to be performing) services for the Employer, (i) admits or enters a plea of no contest to or is convicted of a felony against the Employer or any of its Affiliates, (ii) materially breaches any provision of any agreement with the Employer or any of its Affiliates, or (iii) engages in dishonest or fraudulent conduct with respect to the business, reputation or affairs of the Employer or any of its Affiliates.

 

(a)

On or after the Full Vesting Date, all or any portion of each Participant's Bonus Award may be transferred, by operation of will or applicable law, to a Permitted Assignee upon such Participant's death.

 

(b)

Each Permitted Assignee who is entitled to receive payments from the Plan under this Section 7.1, if any, will receive and hold only those rights and interests, and be subject to the same terms and conditions that would apply if such Permitted Assignee were a Participant in the Plan, including, without limitation, the restrictions on the transfer of a Participant's Bonus Award. As a condition to receipt of any rights and interests under this Section 7.1, a Permitted Assignee may be required to provide the Committee with any information necessary for the Committee to effect a transfer of such rights and interests, and to execute and deliver a written agreement with the Company agreeing to be bound by the terms of the Plan. Notwithstanding whether a Permitted Assignee has executed and delivered such an agreement, the acceptance of distributions from the Plan by a Permitted Assignee will be deemed to be an agreemen t by such Permitted Assignee to be bound by the Plan's terms.

 

(c )

To the extent that a payment is made under the Plan to an individual who the Committee determines in good faith is a Permitted Assignee with respect to a deceased Participant's Bonus Award, any and all obligations with respect to such payment will be discharged and neither the Plan nor the Employer will have any obligation to another person claiming to be the Participant's Permitted Assignee with respect to such payment, notwithstanding any subsequent determination by the Committee, a court of law, or otherwise, that such payment was made based on a mistake of fact or a mistake of law.

 

(d)

In the event that there is a dispute or uncertainty regarding the identity of the Permitted Assignee(s) to whom a deceased Participant's Bonus Award may have been transferred, the Committee will be permitted to retain any payment that would otherwise be payable with respect to such Bonus Award until the identity of such Permitted Assignee(s) can be determined. The amount of any such retained payment will be credited with interest at the Agreed Rate from the time such amount would otherwise be payable until the time such amount is paid. In addition, in the case of any bona fide dispute between parties concerning the right to a payment under the Plan, the Committee may, in its discretion, file an interpleader action in a court of competent jurisdiction, naming the parties to the dispute and, if applicable, may pay the disputed amount into the court to be distributed in accordance with the court's decision or take such other action as it determines, in its sole discretion, constitutes an appropriate way to resolve or otherwise settle the dispute.

 

(a)

To make and enforce such rules, regulations, and procedures as it may deem necessary or proper for the orderly and efficient administration of the Plan;

 

(b)

To enter into an agreement with any individual or entity to perform services with respect to the Plan;

 

( c)

In its discretion, to interpret and decide all matters of fact in determining the amount of and authorizing payments with respect to Bonus Awards under the Plan, its interpretation and decision thereof to be final and conclusive on all persons claiming a right with respect to such Bonus Awards;

 

(d)

In its discretion, to determine eligibility under the terms of the Plan, its determination thereof to be final and conclusive on all persons;

 

(e)

To prepare and distribute information explaining the Plan;

 

(f)

To obtain from the Employer and Participants (or the assignee of a Participant) such information as may be necessary for the proper administration of the Plan;

 

(g)

To sue or cause suit to be brought in the name of the Plan; and

 

(h)

To establish a claims procedure and any other procedures for implementation of the Plan.

 

(a)

Except as provided in Section 7.1, Section 11.3, and Section 11.5(b), or as the Committee may otherwise permit, in writing, in its sole discretion, no interest in or benefit payable under the Plan will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any action by a Participant to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same will be void and of no effect; nor will any interest in or benefit payable under the Plan be in any way subject to any legal or equitable process, including, but not limited to, garnishment, attachment, levy, seizure, or the lien of any person. This provision will be construed to provide each Participant, or other person claiming any interest or benefit in the Plan through a Participant, with the maximum protection afforded such Participant's interest in the Plan (and the benefits provi ded thereunder) by law against alienation, encumbrance, and any legal and equitable process, including, but not limited to, attachment, garnishment, levy, seizure, or other lien.

 

(b)

Notwithstanding Section 11.5(a), the Committee will comply with the terms and provisions of a "qualified domestic relations order" as defined in section 414(p) of the Code.

CLAYTON WILLIAMS ENERGY, INC.

By:

/s/ L. Paul Latham

L. Paul Latham

Executive Vice President

Total