Severability Contract Clauses (27,855)

Severability. If any one or more of the provisions of this Master Lease or any Schedule is for any reason held by a competent authority to be unenforceable, such determination shall not invalidate the remaining provisions of any Lease, and the unenforceable provision shall be replaced by a mutually acceptable valid and enforceable provision that is closest to the original intention of the parties.

Severability. In the event that any provision of this Amendment shall be declared invalid or unenforceable by any regulatory body or court having jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Amendment.

Severability. In the event that any provision of this Amendment shall be declared invalid or unenforceable by any regulatory body or court having jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Amendment. 2 8. Headings. The headings of the Sections have been inserted for convenience of reference only and shall not be deemed to constitute a part of this Amendment.

Severability. Any provision of this Amendment held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not ...possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. View More

Severability. 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. [Remainder of Page Intentionally Left Blank] 7 By signing below, the Participant hereby acknowledges receipt of the RSUs issued on the Grant Date indicated above, which ha...ve been issued under the terms and conditions of the Plan and this Agreement. MIDSTATES PETROLEUM COMPANY, INC. By: Name: Title: Accepted by: [Name of Participant] Date: Confirmation of Receipt by Company: By: 8 EX-10.1 2 a16-22308_1ex10d1.htm EX-10.1 Exhibit 10.1 MIDSTATES PETROLEUM COMPANY, INC. [DATE] FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENT * * * * * Participant: Grant Date: Number of Restricted Stock Units Granted: * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between MIDSTATES PETROLEUM COMPANY, INC., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Midstates Petroleum Company, Inc. 2016 Long Term Incentive Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee (as defined in the Plan); and WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units ("RSUs") provided herein to the Participant; and WHEREAS, for purposes of this Agreement, the Company has deemed it appropriate to award the Participant with the number of RSUs stated above which represents an equivalent value of $[ ] which is the portion of the Participant's [ ] equity award for serving as a non-employee director on the Company's Board of Directors; and WHEREAS, the Company has utilized the price per share of the Company's common Stock as of [ ]. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby mutually covenant and agree as follows: 1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated into this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. View More

Severability. 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. [Remainder of Page Intentionally Left Blank] 7 By signing below, the Participant hereby acknowledges receipt of the RSUs issued on the Grant Date indicated above, which ha...ve been issued under the terms and conditions of the Plan and this Agreement. MIDSTATES PETROLEUM COMPANY, INC. By: Name: Title: Accepted by: [Name of Participant] Date: Confirmation of Receipt by Company: By: 8 EX-10.2 3 a16-22308_1ex10d2.htm EX-10.2 Exhibit 10.2 MIDSTATES PETROLEUM COMPANY, INC. [DATE] FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE 2016 LONG TERM INCENTIVE PLAN (TIME VESTING) * * * * * Participant: Grant Date: Number of Restricted Stock Units Granted: 12,716 * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between MIDSTATES PETROLEUM COMPANY, INC., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Midstates Petroleum Company, Inc. 2016 Long Term Incentive Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee (as defined in the Plan); and WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units ("RSUs") provided herein to the Participant; WHEREAS, for purposes of this Agreement, the Company has deemed it appropriate to award the Participant with the number of RSUs stated above which represents an equivalent value of $250,000, which award will only be vested upon either (i) the creation of certain long term value by the Company for its shareholders as more particularly described below, or (ii) a Change in Control; and WHEREAS, the Company has utilized the price per share of the Company's common Stock as of the date of the Company's emergence from bankruptcy which was established to be $19.66 per share as of October 21, 2016. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby mutually covenant and agree as follows: 1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated into this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. View More

Severability. Should any provision of this Agreement be held by a court or arbitrator of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further a...gree that any such court or arbitrator is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court or arbitrator shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein. 16 19. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any Section or paragraph. View More

Severability. It is the intention of the parties hereto that any provision of this Agreement found to be invalid or unenforceable be reformed rather than eliminated. If any of the provisions of this Agreement, or any part hereof, is at any time construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or the other provisions of this Agreement, which shall be given full effect, without regard to the invalid portions. In the event that the courts of any one or more juri...sdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Employer's rights provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants. In addition, (a) all sections of this Agreement that would, by their terms, survive expiration or termination of this Agreement shall so survive such expiration and termination and shall also survive termination for any reason of Employee's employment with the Company, (b) all obligations under Section 2.2 shall also survive termination of this Agreement and (c) all obligations pursuant to a Termination of employment under Section 3.1 shall also survive termination of this Agreement in the case of a Termination of employment occurring before the end of the Initial Term or any renewal period. View More

Severability. It is the intention of the parties hereto that any provision of this Agreement found to be invalid or unenforceable be reformed rather than eliminated. If any of the provisions of this Agreement, or any part hereof, is at any time construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or the other provisions of this Agreement, which shall be given full effect, without regard to the invalid portions. In the event that the courts of any one or more juri...sdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Employer's rights provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants. In addition, (a) all sections of this Agreement that would, by their terms, survive expiration or termination of this Agreement shall so survive such expiration and termination and shall also survive termination for any reason of Employee's employment with the Company, (b) all obligations under Section 2.2 shall also survive termination of this Agreement and (c) all obligations pursuant to a Termination of employment under Section 3.1 shall also survive termination of this Agreement in the case of a Termination of employment occurring before the end of the Initial Tern or any renewal period. View More