CONCHO RESOURCES INC.
2019 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this Agreement) is made on <award_date> (the Date of Grant), between CONCHO RESOURCES INC., a Delaware corporation (the Company), and <first_name> <last_name> (the Employee).
1. Award. Pursuant to the CONCHO RESOURCES INC. 2019 STOCK INCENTIVE PLAN (the Plan), as of the Date of Grant, <shares_awarded> shares (the Restricted Shares) of the Companys common stock, par value $0.001 per share, shall be issued as hereinafter provided in the Employees name subject to certain restrictions thereon. The Restricted Shares shall be issued upon acceptance hereof by the Employee and upon satisfaction of the conditions of this Agreement. The Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof.
2. Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:
(a) Cause shall have the meaning assigned to such term under the Severance Plan.
(b) Change of Control shall have the meaning assigned to such term under the Severance Plan.
(c) Disability shall have the meaning assigned to such term under the Severance Plan.
(d) Earned Shares means the Restricted Shares after the lapse of the Forfeiture Restrictions without forfeiture.
(e) Forfeiture Restrictions shall have the meaning specified in Section 3(a) hereof.
(f) Qualifying Termination shall have the meaning assigned to such term under the Severance Plan.
(g) Severance Plan shall mean that certain Concho Resources Inc. Executive Severance Plan, as amended from time to time in accordance with the terms thereof.
3. Restricted Shares. The Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:
(a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, and in the event of termination of the Employees employment with the Company for any reason other than as described in Section 3(b) below, the Employee shall, for no consideration, forfeit to the Company all Restricted Shares. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment as provided in the preceding sentence are herein referred to as the Forfeiture Restrictions. The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.
(b) Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date set forth in the following schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the Restricted Shares determined in accordance with the following schedule: <vesting_schedule>
Notwithstanding the foregoing, (i) subject to Section 3.4 (relating to a release agreement) of the Severance Plan, if the Employees employment with the Company is terminated by the Company without Cause, and not by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to a pro-rated number of then unvested Restricted Shares based upon the number of days that the Employee was employed by the Company during the vesting period applicable to such unvested Restricted Shares divided by the total number of days in such vesting period, (ii) if the Employees employment with the Company is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (iii) subject to the provisions of Section 3.4 (relating to a release agreement) and Section 3.5 (relating to parachute payments) of the Severance Plan, if the Employees employment with the Company shall be subject to an Qualifying Termination within the two-year period beginning on the date upon which a Change of Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such Qualifying Termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employees employment with the Company.