Common use of Incentive Compensation (Equity) Clause in Contracts

Incentive Compensation (Equity). (i) Ultra agrees to pay, and Executive shall be eligible to receive, incentive compensation payable in common shares or other equity interests in Ultra Petroleum Corp. (any such compensation, an “Equity Incentive”) pursuant to long-term incentive programs for Ultra established by the Compensation Committee (each such program, an “LTIP”). Each LTIP is expected to be for a three-year performance period and is expected to establish reasonable performance targets and goals that reflect and take into account Ultra’s longer-term corporate objectives. (ii) Executive’s target Equity Incentive shall be equal to the percentage of Base Salary set forth on Schedule 1 attached hereto (as adjusted pursuant to the terms hereof (the “Target LTIP Amount”). (iii) Executive's Target LTIP Amount will be reviewed at least annually by the Committee and the CEO and may be increased (but not decreased) based on the then-current market conditions for executives holding the same or equivalent positions with companies of comparable size, nature, and scope to Ultra. (iv) During the first quarter following the end of the performance period applicable to an LTIP, the Committee will evaluate Ultra’s performance compared to the performance targets and goals in the then-applicable LTIP and determine the aggregate amount of equity distributions that should be paid to participants in such LTIP. Thereafter, the CEO and the HR Director shall determine, taking into account Executive’s performance, the amount of any LTIP payout to Executive, which may be between 0% and 200% of Executive’s Target LTIP Amount, and cause Ultra to pay Executive, on Ultra Resources’ behalf, the applicable Equity Incentive, if any. (v) Ultra and Executive expect an LTIP to be established during the first quarter of 2018 and any other years while this Agreement or any Extension is in effect, and Ultra and Executive agree that if an LTIP is not established during the first quarter of any of such years, then the Compensation Committee will consider establishing an alternative incentive compensation program, which may provide for the payment of compensation in cash, appropriate for the then-applicable conditions at Ultra and in the oil and gas industry at such time. (vi) On April 12, 2017, Ultra and Executive entered into a Restricted Stock Unit Agreement pursuant to the Ultra Petroleum 2017 Stock Incentive Plan (the “Emergence Agreement”), pursuant to which an award of restricted stock units for common shares of Ultra was granted to Executive. The award granted to Executive pursuant to the Emergence Agreement shall be an “Equity Incentive” as that term is used herein, and the Emergence Agreement will continue in full force and effect from and after the execution and delivery of this Agreement as though it were made during the Employment Period. (vii) Executive must be employed by Ultra on the date an Equity Incentive is to be paid in order to receive the payment.

Incentive Compensation (Equity). (i) Ultra agrees to pay, and Executive shall be eligible to receive, incentive compensation payable in common shares or other equity interests in Ultra Petroleum Corp. (any such compensation, an “Equity Incentive”) pursuant to long-term incentive programs for Ultra established by the Compensation Committee (each such program, an “LTIP”). Each LTIP is expected to be for a three-year performance period and is expected to establish reasonable performance targets and goals that reflect and take into account Ultra’s longer-term corporate objectives. (ii) Executive’s target Equity Incentive shall be equal to the percentage of Base Salary set forth on Schedule 1 attached hereto (as adjusted pursuant to the terms hereof (the “Target LTIP Amount”). (iii) Executive's Target LTIP Amount will be reviewed at least annually by the Committee and the CEO and may be increased (but not decreased) based on the then-current market conditions for executives holding the same or equivalent positions with companies of comparable size, nature, and scope to Ultra. (iv) During the first quarter following the end of the performance period applicable to an LTIP, the Committee will evaluate Ultra’s performance compared to the performance targets and goals in the then-applicable LTIP and determine the aggregate amount of equity distributions that should be paid to participants in such LTIP. Thereafter, the CEO CEO, the Supervisor, and the HR Director shall determine, taking into account Executive’s performance, the amount of any LTIP payout to Executive, which may be between 0% and 200% of Executive’s Target LTIP Amount, and cause Ultra to pay Executive, on Ultra Resources’ behalf, the applicable Equity Incentive, if any. (v) Ultra and Executive expect an LTIP to be established during the first quarter of 2018 and any other years while this Agreement or any Extension is in effect, and Ultra and Executive agree that if an LTIP is not established during the first quarter of any of such years, then the Compensation Committee will consider establishing an alternative incentive compensation program, which may provide for the payment of compensation in cash, appropriate for the then-applicable conditions at Ultra and in the oil and gas industry at such time. (vi) On April 12, 2017, Ultra and Executive entered into a Restricted Stock Unit Agreement pursuant to the Ultra Petroleum 2017 Stock Incentive Plan (the “Emergence Agreement”), pursuant to which an award of restricted stock units for common shares of Ultra was granted to Executive. The award granted to Executive pursuant to the Emergence Agreement shall be an “Equity Incentive” as that term is used herein, and the Emergence Agreement will continue in full force and effect from and after the execution and delivery of this Agreement as though it were made during the Employment Period. (vii) Executive must be employed by Ultra on the date an Equity Incentive is to be paid in order to receive the payment.

Incentive Compensation (Equity). (i) Ultra agrees to pay, and Executive shall be eligible to receive, incentive compensation payable in common shares or other equity interests in Ultra Petroleum Corp. (any such compensation, an “Equity Incentive”) pursuant to long-term incentive programs for Ultra established by the Compensation Committee (each such program, an “LTIP”). Each LTIP is expected to be for a three-year performance period and is expected to establish reasonable performance targets and goals that reflect and take into account Ultra’s longer-term corporate objectives. (ii) Executive’s target Equity Incentive shall be equal to the percentage of Base Salary set forth on Schedule 1 attached hereto (as adjusted pursuant to the terms hereof (the “Target LTIP Amount”). (iii) Executive's Target LTIP Amount will be reviewed at least annually by the Compensation Committee and the CEO and may be increased (but not decreased) based on the then-current market conditions for executives holding the same or equivalent positions with companies of comparable size, nature, and scope to Ultra. (iv) During the first quarter following the end of the performance period applicable to an LTIP, the Compensation Committee will evaluate Ultra’s performance compared to the performance targets and goals in the then-applicable LTIP and determine the aggregate amount of equity distributions that should be paid to participants in such LTIP. Thereafter, the CEO and the HR Director Compensation Committee shall determine, taking into account Executive’s performance, the amount of any LTIP payout to Executive, which may be between 0% and 200% of Executive’s Target LTIP Amount, and cause Ultra to pay Executive, on Ultra Resources’ behalf, the applicable Equity Incentive, if any. (v) Ultra and Executive expect an LTIP to be established during the first quarter of 2018 and any other years while this Agreement or any Extension is in effect, and Ultra and Executive agree that if an LTIP is not established during the first quarter of any of such years, then the Compensation Committee will consider establishing an alternative incentive compensation program, which may provide for the payment of compensation in cash, appropriate for the then-applicable conditions at Ultra and in the oil and gas industry at such time. (vi) On April 12, 2017, Ultra and Executive entered into a Restricted Stock Unit Agreement pursuant to the Ultra Petroleum 2017 Stock Incentive Plan (the “Emergence Agreement”), pursuant to which an award of restricted stock units for common shares of Ultra was granted to Executive. The award granted to Executive pursuant to the Emergence Agreement shall be an “Equity Incentive” as that term is used herein, and the Emergence Agreement will continue in full force and effect from and after the execution and delivery of this Agreement as though it were made during the Employment Period. (vii) Executive must be employed by Ultra on the date an Equity Incentive is to be paid in order to receive the payment.