NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation Agreement (this Agreement) is between Michael J. Stevens (Executive) and Whiting Petroleum Corporation (Whiting and, together with its subsidiaries, the Company) and effective as of the close of business on August 1, 2019 (the Effective Date).
WHEREAS, Executives employment with the Company as Senior Vice President and Chief Financial Officer will cease on the Effective Date;
WHEREAS, as a result of Executives employment by the Company, Executive has become intimately familiar with the operations of the Company in the Whiting Plays and Fields (as defined below) and has developed knowledge of, and relationships with, the persons with which the Company has business relationships and the employees of the Company; and
WHEREAS, the Company desires to protect its business interests in the Whiting Plays and Fields and relationships with the persons with which the Company has business relationships and the employees of the Company by securing Executives agreement to the covenants described herein in exchange for certain payments described herein.
NOW, THEREFORE, for the consideration described herein and other good and valuable consideration, the parties agree as follows:
1. Payments. Subject to (a) Executives continued compliance with the covenants set forth in Section 2 and (b) Executive executing and not revoking the General Release, dated August 1, 2019, between the Company and Executive, the Company shall pay Executive an aggregate of $1,400,000 in exchange for Executives agreement to the covenants set forth in Section 2, payable in twelve equal installments, less applicable withholdings, which Executive acknowledges will be on a Form W-2 basis (collectively, the Payments). The Company shall pay the first two of such installments with the first regular payroll of the Company after February 2, 2020. The company shall pay the remaining ten of such installments thereafter on the first regular payroll of the Company each month during March 2020 through December 2020.
2. Covenants by Executive.
(a) Non-Competition. In consideration of the Payments, for a period of 18 months after the Effective Date (the Restricted Period), Executive agrees that Executive shall not, directly or indirectly, manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner or investor in, any operations of a business that are in competition with the business of the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement (the Whiting Plays and Fields); provided, however, that nothing in this Section 2(a) shall prohibit Executive from (i) participating in operations of a business to the extent such operations are not in competition with the