CONTANGO OIL & GAS COMPANY STOCK AWARD AGREEMENT

1)

Grant of Restricted Stock.The Company hereby confirms a Grant, under and pursuant to the Plan, to the Participant as of the Effective Date of _________ shares of Restricted Stock (the “Restricted Stock”) in consideration for the services which the Participant is to render the Company over the vesting period set forth in Section 2 of this Agreement.  The Restricted Stock is subject to all of the terms and conditions set forth in this Agreement and the Plan.

2)

Vesting:Except as set forth in Section 6 below, provided Participant continues to provide continuous service as an employee of the Company, the Restricted Stock will vest as follows:

3)

Participant’s Rights.  Subject to the terms hereof, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock while they are held in escrow (or held in book-entry form with the Company’s transfer agent), including without limitation, the right to vote the Company Stock and to receive any cash dividends declared thereon. All cash dividends shall be paid to the Participant within thirty (30) days of the vesting described in Section 2 of this Agreement (i.e., 33% of the dividend after the first anniversary of the grant, 33% after the second anniversary of the grant, and 34% after the third anniversary of the grant).

4)

Restrictions; Forfeiture.  The Restricted Stock are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated within this Agreement.  The Restricted Stock are also restricted in the sense that they may be forfeited to the Company.  Participant hereby agrees that if the Restricted Stock are forfeited pursuant to this Agreement the Company shall have the right to deliver the Restricted Stock to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

5)

Separation from Service. 

a)

For Cause or Voluntary Termination.  In the event Participant’s employment is terminated by the Company for Cause (as such term is defined in an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, or, otherwise, by the Plan), or by the Participant’s voluntary resignation, the Participant shall forfeit any or all of the shares of the Restricted Stock which have not vested, and the Participant shall have no further rights with respect to the Award. 

b)

Without Cause or by Participant for Good Reason.  In the event Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason not during a Protection Period (as such terms are defined in an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, or, otherwise, by the Plan), vesting shall be  pro-rata accelerated and a portion of the shares of Restricted Stock subject to this agreement shall become immediately vested as detailed in the employment agreement between Participant and the Company. 

c)

Death and Disability.  In the event Participant’s employment is terminated on account of death or Permanent Disability (as such term is defined in an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, or, otherwise, by the Plan), for purposes of determining vesting under this Section 6(c), Participant shall become immediately vested with respect to one hundred percent (100%) of the shares of Restricted Stock subject to this Agreement without regard to the Participant’s number of years of continuous service as an employee of the Company.

6)

Delivery of Stock.  Promptly following the expiration of the restrictions on the Restricted Stock as contemplated by this Agreement, the Company shall cause to be issued and delivered to Participant a

certificate or other evidence of the number of Restricted Stock as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be requested pursuant to this Agreement.  The value of such Restricted Stock shall not bear any interest owing to the passage of time. 

7)

Tax Elections for  Restricted Stock.  The Participant understands that under Section 83 of the Code, the difference between the purchase price, if any, paid for the shares of Restricted Stock subject to this Agreement and the fair market value on the date the forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. The Participant understands that the Participant may elect to be taxed at the time the shares of  Restricted Stock are acquired to the extent the fair market value of those shares of  Restricted Stock exceeds the purchase price, if any, paid for the shares, rather than when and as such shares of Restricted Stock cease to be subject to forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the date of acquisition of the Restricted Stock. The form for making this election is attached hereto as Exhibit A.  Participant understands that failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by the Participant as the forfeiture restrictions lapse. 

a)

In the event that the Participant files, under Section 83(b) of the Code, an election to be taxed on his receipt of the Restricted Stock as the receipt of ordinary income at the date of grant of the Restricted Stock, the Participant shall at the time of such filing notify the Company of the making of such election and furnish a copy of the notice to the Company.

b)

THE PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.  PARTICIPANT IS RELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.

8)

Grant of Restricted Performance Stock Units.The Company hereby confirms a grant, under and pursuant to the Plan, to the Participant as of the Effective Date of ______________ Restricted Stock Units that will conditionally vest based on the performance conditions noted below (the “Performance Stock”). The Performance Stock is also intended to constitute a Qualified Performance-Based Compensation Award under Section 12 of the Plan, even if the Participant is not deemed to be a “covered employee” as defined within Section 162(m) of the Code on the Effective Date.

9)

Performance Vesting Terms.  The Performance Stock is conditionally granted as a target award (the “Target Award”) subject to a performance period (the “Performance Period” described below), and in consideration for the services which the Participant is to render the Company over the vesting period during the Performance Period.  The Performance Stock is subject to all of the terms and conditions set forth in this Agreement and the Plan.

a)

The Performance Period begins ______________ and ends _______________. During this period, the Company’s Total Shareholder Return (“TSR”) will be measured against the TSR of the following 21 peer companies (the “Peer Companies”):

·

Carrizo Oil & Gas, Inc.

·

Matador Resources Co.

·

WPX Energy, Inc.

·

QEP Resources, Inc.

·

Oasis Petroleum, Inc.

·

Whiting Petroleum Corp.

·

SM Energy Co.

·

Bill Barrett Corp.

·

Murphy Oil Corp.

·

Energen Corp.

·

Extraction Oil & Gas Inc.

·

Denbury Resources, Inc.

·

Synergy Resources Corp.

·

Sanchez Energy Corp.

·

W&T Offshore, Inc.

·

Abraxas Petroluem Corp.

·

Approach Resources, Inc.

·

EP Energy Corp.

·

Callon Petroleum Co.

·

Halcon Resources Corp.

·

Laredo Petroleum, Inc.

b)

Any Peer Company filing for bankruptcy during the Performance Period shall be moved to the bottom of the group (i.e. -100% TSR).  Any Peer Company that is acquired during the Performance Period shall be removed from the comparison group. 

c)

At the end of the Performance Period, the TSR for MCF and each of the Peer Companies is calculated and ranked highest to lowest, with a percentile rank assigned to each Peer Company, and Payout as % of Target as set forth in the table below. For performance ranks between those listed below, a proportionate fraction of the Payout as % of Target will be applied.

(1)

Calculated as the twenty-day volume weighted average of the high and low stock price (VWAP) during the last twenty days of the Performance Period.

(2)

Calculated as the twenty-day volume weighted average of the high and low stock price (VWAP) during the last twenty days immediately preceding the Performance Period.

(3)

Assumes dividends are reinvested on a daily basis.

d)

A Participant’s earned award (if any) shall be equal to the Adjusted Target Award multiplied by the below multiplier  for the applicable Performance Period after completion thereof, as reviewed and approved by the Board of Directors or a committee thereof (the “Earned Performance Stock”), as follows:

e)

Continuous Performance Required: Provided Participant continues to provide continuous service as an employee of the Company through the end of the Performance Period, the Earned Performance Stock will be vested on the last day of the Performance Period.

10)

Adjustments to Performance Stock

a)

The Board of Directors or a committee thereof may make adjustments to the performance goals set forth above as set forth in the Plan, provided,  however, that in no event will an adjustment be made to any award that is intended to be a Qualified Performance-based Compensation Award pursuant to Section 12 of the Plan that could increase the amount of the Performance Stock from its actual results or otherwise violate the regulations promulgated pursuant to Section 162(m) of the Code.

11)

Rights of Performance Stock Holders. Performance Stock are not shares of Company Stock and have no voting rights or, except as described in this paragraph, dividend rights.  With respect to each share of Performance Stock, the Participant is also awarded Dividend Equivalents with respect to one share of Company Stock, which means that, in the event that the Company declares and pays a cash dividend on its outstanding Company Stock and, on the record date for such dividend, the Participant holds Performance Stock that has not been settled or forfeited pursuant to the terms of this Agreement, then the Participant will be credited on the books and records of the Company with an amount equal to the amount per share of any such cash dividend for each outstanding share of Performance Stock. The Participant will be credited with such Dividend Equivalents for the Performance Period or, if earlier, the date the Participant forfeits his rights with respect to the Performance Stock. The Company will pay in cash to the Participant an amount equal to the Dividend Equivalents credited to such Participant, adjusted as necessary to reflect the number of Earned shares of Performance Stock as promptly as may be practicable after (a) the Board of Directors or an applicable committee thereof certifies the attainment of the applicable performance goals, or (b) if a Change of Control has occurred, the earlier to occur of the last day of the Performance Period and the date of the Change of Control, as applicable, and in any event no later than the 15th day of the third month following the end of the first taxable year in which the Dividend Equivalents are no longer subject to a substantial risk of forfeiture.  For purposes of clarity, if Performance Stock is forfeited by the Participant, then the Participant shall also forfeit the Dividend Equivalents accrued with respect to such Performance Stock.

12)

Separation of Service. 

a)

For Cause or Voluntary Termination.  In the event Participant’s employment is terminated by the Company for Cause (as such term is defined in an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, or, otherwise, by the Plan), or by the Participant’s voluntary resignation without Good Reason, the Participant shall forfeit any or all of the shares of the Performance Stock which have not vested as of the date of the separation from service.

b)

Without Cause or by Participant for Good Reason.  In the event Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason not during a Protection Period (as such terms are defined in an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, or, otherwise, by the Plan), the target number of shares of Performance Stock shall receive pro-rata adjustment in accordance with the formula detailed in the employment agreement between Participant and the Company, with the resulting reduced number of Performance Stock remaining subject to all applicable performance metrics during the full performance period applicable to such award. 

c)

Death and Disability.  In the event Participant’s employment is terminated on account of death or Permanent Disability (as such term is defined in an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, or, otherwise, by the Plan), actual performance shall be calculated as if the end of the performance period was the date of the separation of service.

13)

Payment of Performance Stock. Payment for Earned Performance Stock will be made solely in shares of Company Stock, which will be issued to the Participant as promptly as practicable after the Board of Directors (or a committee thereof) has certified the attainment of the Company’s performance (which such payment and certification shall occur no later than sixty (60) days following the end of the Performance Period) or the occurrence of a Change of Control (which such payment shall occur no later than sixty (60) days following the date of the Change of Control), as applicable, and in any event no later than the fifteenth (15th) day of the third month following the end of the first taxable year in which the Performance Stock is no longer subject to a substantial risk of forfeiture.   

14)

Restriction on Transfer.  Except for the transfer of the shares subject to this Agreement to the Company or its assignees contemplated by this Agreement, no portion of the Award or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until such shares subject to this Agreement vest and are thereby released from all forfeiture provisions in accordance with the provisions of this Agreement.

15)

Tax Withholding. The Company may require the Participant to pay to the Company (or the Company’s subsidiary if the Participant is an employee of a subsidiary of the Company), an amount

the Company deems necessary to satisfy its (or its subsidiary’s) current or future obligation to withhold federal, state or local income or other taxes that the Participant incurs as a result of the Award.  With respect to any required tax withholding, the Participant may (a) direct the Company to withhold from the shares of Company Stock to be issued to the Participant under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Company Stock sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations.  If the Participant desires to elect to use the stock withholding option described in subparagraph (a), the Participant must make the election at the time and in the manner the Company prescribes.  The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a) or (b).  In the event the Company determines that the aggregate Fair Market Value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then the Participant must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.

16)

Investor Representations.  Participant represents that he/she is acquiring the Award for his/her own account for investment and has no present intent to resell or distribute all or any portion of the Award. Participant agrees that any Company Stock received pursuant to this Agreement will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations.

17)

Legends.  The share certificate evidencing the Company Stock, if any, issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

18)

Adjustment for Stock Split.  All references to the number of shares of the Award in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the shares that may be made by the Company after the date of this Agreement as set forth in Section 17 of the Plan.

19)

Cash in Lieu.    At the sole discretion of the Committee,  upon the vesting of any portion of the Restricted Stock or Performance Stock, the  Committee may make a cash payment to the Participant in an amount equal to the fair value of the number of shares that would have otherwise been issued upon such vesting, net of any applicable taxes.          

20)

No Guarantee of Employment.  Nothing contained in this Agreement shall be deemed to require the Company to maintain the Participant's status as an Employee.  Except as may be provided in a written employment contract executed by a duly authorized officer of the Company and approved by the Committee or the Board, the Participant shall at all times be an employee-at-will of the Company and

the Company may discharge the Participant at any time for any reason, with or without cause, and with or without severance compensation.

21)

Indemnification.  The Participant agrees to hold harmless and indemnify the Company for any and all liabilities resulting to it through violation by the Participant of the warranties and representations made by the Participant in, and other provisions of, this Agreement.

22)

Securities Laws.  Participant represents and warrants that Participant understands that Rule 144 promulgated under the Securities Act of 1933 (the “Securities Act”) may indefinitely restrict transfer of an Award so long as Participant remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available. Notwithstanding any provision of this Agreement to the contrary, the issuance of Company Stock will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed.  No Company Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Company Stock may then be listed.  In addition, Company Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is, at the time of issuance, in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained.  As a condition to any issuance hereunder, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.  From time to time, the Board of Directors and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make shares of Company Stock available for issuance. The Participant agrees to take any action the Company reasonably deems necessary in order to comply with federal and state laws, or the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) or any stock exchange or quotation system, or any other obligation of the Company or the Participant relating to the Award or this Agreement.  

23)

General Provisions.

a)

This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of Delaware.

b)

If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

c)

Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the Participant at his address shown on the Company's employment records and to the Company at the address of its

principal corporate offices (attention: President) or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto.

i)

Any notice to the Escrow Agent shall be sent to the Company’s address with a copy to the other party hereto.

d)

The rights of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.  The rights and obligations of the Participant under this Agreement may not be assigned; however, such rights and obligations shall inure to the benefit of, and be binding upon, the heirs, executors, or administrators of the Participant’s estate.

e)

Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement.  The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party’s right to assert any other legal remedy available to it.

f)

The Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

g)

The Award has been granted to the Participant under the Plan, a copy of which has been previously provided to the Participant.  All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement.  If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern.  The Participant hereby acknowledges such prior receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), rules and regulations adopted from time to time thereunder, and by all decisions and determinations of the Board and the Committee made from time to time thereunder.

h)

This Award shall be subject to any clawback or other recovery policy maintained by the Company and its subsidiaries, including, without limitation, any clawback policies required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Sarbanes-Oxley Act of 2002, or any other applicable law.  The Company may seek recovery of an Award to the fullest extent required by any such clawback policy.

i)

The amounts payable pursuant to this Award are intended to comply with the short term deferral exception to Section 409A of the Code, set forth in Treasury Regulation § 1.409A-1(b)(4), or are intended to be exempt from Section 409A of the Code, and this Agreement shall be interpreted accordingly.  However, to the extent that a Participant is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code as of the Participant’s date of a separation from service (which, for purposes of this Agreement, shall have the meaning given such phrase within Section 409A of the Code) no amount that may constitute a deferral of compensation and is not otherwise exempt from Section 409A of the Code which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the Participant’s date of termination or, if earlier, the date of the Participant’s death following such date of termination.  All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.  No interest will be paid by the Company with respect to any such delayed payments.  For purposes of

Section 409A of the Code, each payment or amount due under this Plan shall be considered a separate payment.

j)

Captions in this Agreement are for convenience of reference only and shall not be considered in the construction hereof.  Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.  Any requirement of time made hereinabove shall be of the essence of this Agreement.

k)

This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties.  This Agreement and the Plan constitute the entire agreement between the parties with respect to the Award, and supersede any prior agreements or documents with respect thereto.  No amendment, alteration, suspension, discontinuation, or termination of this Agreement, which may impose any additional obligation upon the Company or materially impair the rights of Employee with respect to the Award, shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Participant.

l)

In the event of any conflict or inconsistency between the terms of this Agreement and the terms of an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, the terms contained in such employment agreement shall govern and control.