Third Amendment to Southwestern Energy Company 2013 Incentive Plan

THIS THIRD AMENDMENT (this “Amendment”) to the Southwestern Energy Company 2013 Incentive Plan is made and adopted by the Board of Directors (the “Board”) of Southwestern Energy Company (the “Company”), effective as of May 21, 2019 (the “Effective Date”), subject to approval by the Company’s shareholders. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).

 

 

WHEREAS, the Company maintains the Southwestern Energy Company 2013 Incentive Plan (as amended, the “Plan”);

 

WHEREAS, pursuant to Section 17(a) of the Plan, the Board has the authority to amend the Plan from time to time, including the authority to amend, subject to stockholder approval, the number of shares of common stock of the Company that may be issued under the Plan; and

 

WHEREAS, the Board believes it is in the best interests of the Company and its shareholders to amend the Plan as set forth herein.

 

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Date, subject to approval by the Company’s shareholders:

 

“(a) Stock Subject to the Plan

The maximum number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed 88,700,000 shares of Common Stock in the aggregate.”

    

    

I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of Southwestern Energy Company, effective as of May 21, 2019 and subject to shareholder approval.

Executed on this 21st day of May, 2019.

I hereby certify that the foregoing Amendment was approved by the shareholders of Southwestern Energy Company on May 21, 2019.

Executed on this 21st day of May, 2019.