|QEP RESOURCES, INC. filed this Form 10-Q on 07/25/2018|
with Section 2 of this Agreement (except as provided in Section 5(a) below) and, until the Restricted Shares become vested, shall be subject to forfeiture in accordance with Section 3 of this Agreement. Upon vesting, the restrictions shall lapse and the Restricted Shares shall no longer be subject to forfeiture. In addition, the following terms and conditions shall apply to the Restricted Shares.
Termination Following a Change in Control. If, upon a Change in Control of the Company or within the three years thereafter, the Grantee’s employment with the Employer is terminated (i) by the Grantee’s Employer for any reason other than Cause or (ii) by the Grantee for Good Reason within 60 days following the expiration of the cure period afforded to the Company to rectify the condition giving rise to Good Reason, the Restricted Shares shall vest in full and no longer be subject to forfeiture. For purposes of this Section 5(a):
“Cause” means the Grantee’s: (i) willful and continued failure to perform substantially the Grantee’s duties with the Employer (other than any such failure resulting from incapacity due to physical or mental illness), following written demand for substantial performance delivered to the Grantee by the Board or the Chief Executive Officer of the Company; or (ii) willful engagement in conduct that is materially injurious to the Employer. For purposes of this definition, no act or failure to act on the part of the Grantee shall be considered “willful” unless it is done, or omitted to be done, by the Grantee without reasonable belief that the Grantee’s action or omission was in the best interests of the Grantee’s Employer. The Company, acting through the Board, must notify the Grantee in writing that the Grantee’s employment is being terminated for “Cause”. The notice shall include a list of the factual findings used to sustain the judgment that the Grantee’s employment is being terminated for “Cause”.
“Good Reason” means any of the following events or conditions that occur without the Grantee’s written consent, and that remain in effect after notice has been provided by the Grantee to the Company of such event or condition and the expiration of a 30 day cure period: (i) a material diminution in the Grantee’s gross annual base salary (as in effect immediately prior to the Change in Control of the Company), target incentive opportunity under any Annual Cash Incentive Plan or long-term incentive award opportunity under any Long-Term Incentive Plan or Stock Incentive Plan; (ii) a material diminution in the Grantee’s authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Grantee is required to report, including a requirement that the Grantee report to a corporate officer or employee instead of reporting directly to the Board; (iv) a material diminution in the budget over which the Grantee retains authority; (v) a material change in the geographic location at which the Grantee performs services; or (vi) any other action or inaction that constitutes a material breach by the Employer of the Grantee’s employment agreement (if any). The Grantee’s notification to the Company must be in writing and must occur within a reasonable period of time, not to exceed 90 days, following the initial existence of the relevant event or condition. For purposes of this definition:
“Annual Cash Incentive Plan” means any annual incentive plan, program or arrangement offered by the Employer pursuant to which the Grantee is eligible to receive a cash award, subject in whole or in part to the