QEP RESOURCES, INC.
2018 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of [grant date] (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and [participant name] (“Grantee”).
1. Grant of Restricted Stock. Subject to the terms and conditions of this Agreement and the QEP Resources, Inc. 2018 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), for good and valuable consideration, on the Effective Date, the Company hereby issues to Grantee [shares granted] shares of the Company’s Common Stock, $.01 par value, subject to certain restrictions thereon (the “Restricted Stock”).
2. Restrictions. Except as the Administrator may otherwise determine, shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and shall be subject to forfeiture in accordance with the provisions of Section
5, below, until Grantee becomes vested in the Restricted Stock. Upon vesting, the restrictions in this Section 2 shall lapse, the Restricted Stock shall no longer be subject to forfeiture.
3. Enforcement of Restrictions. To enforce the restrictions set forth in Section 2, shares of Restricted Stock will be held in electronic form in an account by the Company’s transfer agent or other designee until the restrictions set forth in Section 2 have lapsed with respect to such shares, or such shares are forfeited, whichever is earlier.
4. Vesting; Lapse of Restrictions. Except as provided otherwise in this Agreement, the Restricted Stock shall vest in three equal increments on an annual basis in March or September (depending on grant date) beginning no sooner than eight months after grant date and no later than fourteen months after grant date, subject to Grantee’s continued Service as an Employee from the Effective Date until the vesting dates (each, a “Vesting Date”).
The number of shares of Restricted Stock that are vested shall be cumulative, so that once a share becomes vested, it shall continue to be vested.
If the Vesting Date falls on a day when the New York Stock Exchange (the “NYSE”) is closed, the Vesting Date will occur on the next day that the NYSE is open. In the event that the Vesting Date falls on a day when trading in the Common Stock has been suspended, the Vesting Date will occur on the next full day after trading resumes.
5. Termination of Employment; Forfeiture of Restricted Stock. If Grantee’s employment with the Company terminates, shares of Restricted Stock shall be treated as follows unless Grantee is subject to an employment agreement or other agreement that governs treatment of Restricted Stock upon termination, in which case the terms of the other agreement shall govern.
(a) Death or Disability. If Grantee’s employment with the Employer is terminated due to Grantee’s death or Disability prior to any Vesting Date, any unvested shares of Restricted Stock shall vest in full and the restrictions set forth in Section 2 shall lapse in their entirety.