RILEY EXPLORATION - PERMIAN, LLC
2018 LONG TERM INCENTIVE PLAN
MEMBERSHIP UNIT AWARD AGREEMENT
(Unrestricted Common Units)
| || |
|Grant Date: || ||December 31, 2018 (the Grant Date)|
|Name of Grantee: || ||Kevin Riley (the Grantee or you)|
|Number of Common Units subject to Award: || ||12,000 (the Units)|
|Number of Common Units withheld pursuant to Section 5(a) below: || ||3,822 Units|
This Membership Unit Award Agreement (Unrestricted Common Units) (Agreement) is made and entered into as of the Grant Date by and between Riley Exploration - Permian, LLC, a Delaware limited liability company (the Company), and you.
WHEREAS, the Company adopted the Riley Exploration - Permian, LLC 2018 Long Term Incentive Plan (as amended from time to time, the Plan), under which the Company is authorized to grant equity-based awards to certain employees and service providers of the Company;
WHEREAS, you and the Company previously entered into an employment letter, dated June 26, 2018 and amended August 28, 2018 (the Employment Letter), providing for the payment of a Retention Bonus (as defined in the Employment Letter) in equity or cash;
WHEREAS, you acknowledge that a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and
WHEREAS, you desire to accept the Membership Unit Award granted pursuant to this Agreement in full satisfaction of the Retention Bonus.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:
1. The Grant. Subject to the conditions set forth below, the Company hereby grants you, effective as of the Grant Date, a Membership Unit Award (the Award) consisting of the number of Common Units set forth above in accordance with the terms and conditions set forth herein and in the Plan.
2. Ownership of Units. From and after the time the Units are issued in your name, and subject to your execution of the Addendum to the LLC Agreement attached hereto as Exhibit A, you will be entitled to all the rights of absolute ownership of the Units, including the right to vote such Units and to receive dividends thereon if, as, and when declared by the Board, subject, however, to the terms, conditions and restrictions set forth in this Agreement.
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