AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 (this Amendment) is dated as of March 1, 2020 (the Effective Date) and amends that certain Employment Agreement entered into between David W. Honeyfield (Executive) and Ultra Petroleum Corp., a Yukon corporation (Ultra) on November 5, 2018 (the Agreement). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
WHEREAS, Executive and Ultra previously entered into the Agreement;
WHEREAS, Executive and Ultra desire to amend the Agreement as set forth herein, effective as of the Effective Date; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. The following language is hereby added to the Agreement as Section 3(h):
Additional Incentive Bonus. In addition to the Cash Incentive, Executive is eligible to receive a one-time additional incentive bonus in the amount of $375,000 (less all applicable withholdings or authorized or required deductions) (the Additional Incentive Bonus). The Additional Incentive Bonus shall vest and become payable to Executive, in a lump sum cash amount, with respect to: (i) one-third (1/3) of the Additional Incentive Bonus on March 1, 2021, and (ii) the remaining two-thirds (2/3) of the Additional Incentive Bonus on September 1, 2021, subject to Executives continued employment with Ultra through each such date (except as otherwise set forth in Section 4(a)).
2. Section (4)(a)(v)(B) of the Agreement is hereby amended and restated in its entirety as follows:
Upon a termination of Executives employment due to Disability, Executive shall be entitled to receive, and Ultra shall pay to Executive, as promptly as possible, any Accrued Obligations as of the Termination Date, the Pro-Rata Cash Incentive, and any Unpaid Additional Incentive Bonus.
3. Section (4)(a)(vi)(B) of the Agreement is hereby amended and restated in its entirety as follows:
Upon Executives death, Executives estate shall be entitled to receive, and Ultra shall pay to Executives estate, as promptly as possible, any Accrued Obligations as of the Termination Date, the Pro-Rata Cash Incentive, and any Unpaid Additional Incentive Bonus.