Common use of Separation Payment and Benefits Clause in Contracts

Separation Payment and Benefits. (a) Provided that Executive (i) executes this Agreement and returns it to Xxxxx Xxxx, Corporate Attorney, at 00000 Xxxx Xxx, Xxxxx 000, Xxxxxxx, Xxxxx, 00000, so that it is received by Xx. Xxxx no later than May 1, 2018; (ii) provides the assistance and services described in Section 1 above; (iii) timely executes and returns the Confirming Release as set forth in Section 7 below (and does not exercise his revocation right described in the Confirming Release); and (iv) abides by each of Executive’s commitments set forth herein, then: (i) The Company will provide Executive with a total severance payment equal to $515,000, less applicable taxes and withholdings (the “Separation Payment”). The Separation Payment will be paid in a single lump sum on the Company’s first regularly scheduled payroll date that is on or after the date that is 30 days after the Resignation Date (the “Separation Payment Date”); (ii) The Company will provide Executive with an additional payment equal to the product of (A) $515,000 multiplied by (B) a fraction, the numerator of which is the number of days that have elapsed from January 1, 2018 through the Resignation Date and the denominator of which is 365, less applicable taxes and withholdings (the “STIP Payment”), which STIP Payment represents a prorated portion of the target amount of Executive’s 2018 short-term incentive program bonus. The STIP Payment will be paid in a single lump sum on the Separation Payment Date; and (iii) Effective as of the Resignation Date, Parent will cause a number of the outstanding equity-based awards in Parent and held by Executive (collectively, the “Awards”) to vest and become nonforfeitable in the following amounts: (A) 62,893 of the restricted stock units granted to Executive on November 9, 2017; (B) 46,649 of the restricted stock units granted to Executive on March 26, 2018; and (C) 46,649 of the performance share units granted to Executive on March 26, 2018 (representing approximately one-third of the target number of performance share units originally granted pursuant to such Award) (the restricted stock units and performance share units described in the foregoing clauses (A)–(C), collectively, the “Accelerated Awards”). The Accelerated Awards shall become fully vested and nonforfeitable as of the Resignation Date, and, on or before the Separation Payment Date, Parent shall deliver to Executive a number of shares of Parent’s Class A common stock, par value $0.0001 per share (“Stock”), equal to the total number of shares of Stock subject to the Accelerated Awards in accordance with the settlement provisions of the grant notices and award agreements evidencing the grant of the Awards (collectively, the “Award Agreements”) and the applicable terms and conditions of the Rosehill Resources Inc. Long-Term Incentive Plan (as amended, supplemented or restated from time to time, the “Plan”). The payments and benefits set forth in this Section 2 are referred to herein collectively as the “Separation Benefits”.

Separation Payment and Benefits. (a) Provided that Executive Executive: (i) executes this Agreement and returns it to Xxxxx Xxxx, Corporate Attorney, at 00000 Xxxx Xxx, Xxxxx 000, Xxxxxxx, Xxxxx, 00000, so that it is received by Xx. Xxxx no later than May 1, 2018; (ii) provides the assistance and services described in Section 1 above; (iii) timely executes and returns the Confirming Release as set forth in Section 7 below (and does not exercise his revocation right described in the Confirming Release); and (iv) abides by honors each of Executive’s commitments set forth herein, and (ii) timely signs and returns the Confirming Release (as defined below), as described in Section 8 below (and does not exercise his revocation right, as described in the Confirming Release), then: (i) The Company will shall provide Executive with a total severance payment equal to of Eight Hundred Twenty-Five Thousand dollars and no cents ($515,000825,000.00) (the “Severance Payment”), less applicable taxes and withholdings (the “Separation Payment”). The Separation tax withholdings, which Severance Payment will shall be paid in a single lump sum substantially equal installments on the Company’s regular payroll dates between the Separation Date and the date that is twelve (12) months following the Separation Date; provided, however, the first installment shall be paid on the Company’s first regularly scheduled payroll date that is on or comes after the date that is 30 days after the Resignation Date Confirming Release has been timely signed and returned to the Company by Executive and the revocation period described in the Confirming Release has expired without Executive having exercised his revocation right (the date of such first payment, the “Separation Payment First Installment Date”);, and such first installment shall include (without interest) the number of installments of the Severance Payment that Executive would have received between the Separation Date and the First Installment Date had there been no delay in payment. (ii) The Company will provide shall pay Executive with an additional payment a lump sum cash amount equal to the product full-year short-term incentive award that Executive would have earned had Executive remained employed by the Company through the end of the 2022 calendar year based on the degree of satisfaction of the applicable performance objectives, as determined in good faith by the Committee (Aas defined in the Severance Agreement) $515,000 (except that any individual subjective performance objectives will be deemed achieved at the target level), multiplied by (B) a fraction, the numerator of which is the number of days that have elapsed from January 1, 2018 through the Resignation Date 274 and the denominator of which is 365, less applicable taxes and withholdings 365 (the “STIP Payment2022 Bonus”), which STIP Payment represents a prorated portion of 2022 Bonus, if any, shall be paid, less applicable tax withholdings, at the target amount of Executive’s 2018 time the Company pays short-term incentive program bonus. The STIP Payment will be paid awards to senior executives of the Company for the 2022 calendar year, but in a single lump sum on the Separation Payment Date; andno event later than March 15, 2023. (iii) Effective as If, during any portion of the Resignation Date12-month period following the Separation Date (the “Reimbursement Period”) Executive elects, Parent within the time period prescribed pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to continue coverage under the Company’s group health plans pursuant to COBRA for Executive and Executive’s eligible dependents, then the Company will cause a number reimburse Executive for the COBRA premiums paid by Executive for such coverage (generally, at the coverage levels in effect immediately prior to Executive’ separation, but only to the extent such coverage is then available to similarly situated active employees of the outstanding equity-based awards in Parent Company and held by Executive their dependents) during the Reimbursement Period (collectively, the “Awards”) to vest and become nonforfeitable in the following amounts: (A) 62,893 of the restricted stock units granted to Executive on November 9, 2017; (B) 46,649 of the restricted stock units granted to Executive on March 26, 2018; and (C) 46,649 of the performance share units granted to Executive on March 26, 2018 (representing approximately one-third of the target number of performance share units originally granted pursuant to such Award) (the restricted stock units and performance share units described in the foregoing clauses (A)–(C), collectively, the “Accelerated AwardsCOBRA Reimbursements”). The Accelerated Awards shall become fully vested COBRA Reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. Executive acknowledges and nonforfeitable as agrees that the election of continuation coverage pursuant to COBRA and providing any premiums due with respect to such continuation coverage will remain Executive’s sole responsibility. Notwithstanding the foregoing, should the Company determine in its sole discretion that it cannot provide the COBRA Reimbursements without potentially violating applicable law (including Section 2716 of the Resignation DatePublic Health Service Act), andthe Company will, on or before in lieu of the Separation Payment DateCOBRA Reimbursements, Parent shall deliver provide to Executive a number of shares of Parent’s Class A common stock, par value $0.0001 per share (“Stock”), taxable monthly payment for the Reimbursement Period in an amount equal to the total number monthly COBRA premium Executive would be required to pay to continue his group health coverage in effect on the Separation Date, which amount will be based on the premium for the first month of shares COBRA coverage and which payments will be made regardless of Stock whether Executive elects COBRA continuation coverage. (iv) Within forty-five (45) days of the Separation Date, the Company will reimburse Executive for, or pay directly on Executive’s behalf, up to Twenty Thousand dollars ($20,000.00) of the attorneys’ fees incurred by Executive in the review and negotiation of this Agreement, subject to receipt of reasonable substantiation thereof. (b) Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any payments and benefits described herein are subject to the Accelerated Awards in accordance with the settlement provisions of the grant notices and award agreements evidencing the grant of the Awards (collectively, the “Award Agreements”) and the applicable terms and conditions of the Rosehill Resources Inc. Long-Term Incentive Plan (Company’s clawback policy as amended, supplemented or restated may be in effect from time to time, including to implement Section 10D of the Securities Exchange Act of 1934 and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the common stock of the Company may be traded) (the “PlanCompensation Recovery Policy”). The payments , and benefits set forth in that applicable sections of this Section 2 are referred Agreement and any related documents shall be deemed superseded by and subject to herein collectively as the “Separation Benefits”terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.

Separation Payment and Benefits. (a) Provided that Executive Executive: (i) executes this Agreement and returns it a signed copy of this Agreement to Xxxxx Xxxxthe Company, Corporate Attorney, care of Xxxx Xxxx at 00000 Xxxx XxxXxxxxxxxx Xxxxx, Xxxxx 000, XxxxxxxXxxxxx, Xxxxx, 00000, Xxxxxxxx 00000 (e-mail: xxxxx@xxxxxxxx.xxx) so that it is received by Xx. Xxxx the Company no later than the close of business on May 113, 2018; 2020, (ii) provides the assistance honors each of Executive’s commitments set forth herein, and services described in Section 1 above; (iii) timely executes signs and returns the Confirming Release (as set forth defined below), as described in Section 7 below (and does not exercise his her revocation right right, as described in the Confirming Release); and (iv) abides by each of Executive’s commitments set forth herein, then: (i) The Company will shall provide Executive with a total severance payment equal to payments totaling $515,000693,000, (the “Severance Payments”), which Severance Payments, less applicable taxes and withholdings (the “Separation Payment”). The Separation Payment will tax withholdings, shall be paid in a single lump sum the following installments: (A) $231,000 on the Company’s first regularly scheduled payroll date that is November 30, 2020; (B) $173,250 on or after the date that is 30 days after the Resignation Date December 31, 2020; (the “Separation Payment Date”);C) $173,250 on April 1, 2021; and (D) $115,500 on May 31, 2021. (ii) The Company will provide shall pay Executive with an additional payment a lump sum cash amount equal to the product of (A) $515,000 the full-year short-term incentive award that Executive would have earned had Executive remained employed by the Company through the end of the 2020 calendar year based on the degree of satisfaction of the applicable performance objectives, as determined in good faith by the Committee (as defined in the Severance Agreement) (except that any individual subjective performance objectives will be deemed achieved at the target level), multiplied by (B) a fraction, the numerator of which is the number of days that have elapsed from January 1, 2018 through the Resignation Date 152 and the denominator of which is 365, less applicable taxes and withholdings 366 (the “STIP Payment2020 Bonus”), which STIP Payment represents a prorated portion of 2020 Bonus, if any, shall be paid, less applicable tax withholdings, at the target amount of Executive’s 2018 time the Company pays short-term incentive program bonus. The STIP Payment will be paid awards to senior executives of the Company for the 2020 calendar year, but in a single lump sum on the Separation Payment Date; andno event later than March 15, 2021. (iii) Effective During the portion, if any, of the 12-month period following the Separation Date (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and Executive’s eligible dependents, if any, under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive for the amount Executive pays to effect and continue such coverage (the “COBRA Reimbursements”), which COBRA Reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. Executive acknowledges and agrees that the election of continuation coverage pursuant to COBRA and providing any premiums due to the Company with respect to such continuation coverage will remain Executive’s sole responsibility. Notwithstanding the foregoing, should the Company determine in its sole discretion that it cannot provide the COBRA Reimbursements without potentially violating applicable law (including Section 2716 of the Public Health Service Act), the Company will, in lieu of the COBRA Reimbursements, provide to Executive a taxable monthly payment for the Reimbursement Period in an amount equal to the monthly COBRA premium Executive would be required to pay to continue her group health coverage in effect on the Separation Date, which amount will be based on the premium for the first month of COBRA coverage and which payments will be made regardless of whether Executive elects COBRA continuation coverage. (iv) Executive’s restricted stock units that are not subject to the attainment of performance goals and which are outstanding and unvested as of the Resignation Date, Parent will cause a number of the outstanding equity-based awards in Parent and held by Executive Separation Date (collectively, the “Awards”) to vest and become nonforfeitable in Unvested RSUs,” which the following amounts: (A) 62,893 Parties agree consist solely of the 8,251 restricted stock units originally granted to Executive on November 9September 7, 2017; (B) 46,649 of the 2018 and 11,379 restricted stock units originally granted to Executive on March 26June 5, 2018; ) shall remain outstanding following the Separation Date and (C) 46,649 of the performance share units granted to Executive on March 26, 2018 (representing approximately one-third of the target number of performance share units originally granted pursuant to such Award) (the restricted stock units and performance share units described in the foregoing clauses (A)–(C), collectively, the “Accelerated Awards”). The Accelerated Awards shall become fully vested only upon (and nonforfeitable effective as of the Resignation date of) the occurrence of a Qualifying Change of Control (as defined below); provided, however, that no such vesting shall occur if a Qualifying Change of Control does not occur on or before August 31, 2020 (the “Outside Date, ”) and, if a Qualifying Change of Control does not occur on or before the Separation Payment Outside Date, Parent then all of the Unvested RSUs shall deliver to Executive a number of shares of Parent’s Class A common stock, par value $0.0001 per share (“Stock”), equal be forfeited for no consideration on such date. Any Unvested RSUs that become vested pursuant to the total number preceding sentence shall be settled on the date of shares the occurrence of Stock subject to the Accelerated Awards Qualifying Change of Control and otherwise in accordance with the settlement provisions terms of the grant notices and applicable award agreements evidencing the grant of the Awards (collectivelyagreement, the “Award Agreements”) comScore, Inc. 2018 Equity and the applicable terms and conditions of the Rosehill Resources Inc. Long-Term Incentive Compensation Plan (as amended, supplemented or restated from time to time, the “Equity Plan”), and any agreement pursuant to which the Qualifying Change of Control is consummated. The payments and benefits set forth For the avoidance of doubt, the Unvested RSUs shall not become vested based upon the passage of time or the occurrence of any event (including, without limitation, Executive’s death or disability) other than the occurrence of a Qualifying Change of Control on or before the Outside Date. As used herein, the term “Qualifying Change of Control” means a Change of Control as defined in this Section 2 are referred to herein collectively section 6(b) of the Severance Agreement; provided, however, that the occurrence of an event described in section 6(b)(ii) of the Severance Agreement shall not be considered a Qualifying Change of Control as the “Separation Benefits”such term is used herein.

Separation Payment and Benefits. (a) Provided that Executive Executive: (i) executes this Agreement and returns it on the Effective Date or within 21 days thereafter such that Executive has returned a signed copy of this Agreement to the Company, care of Xxxxx Xxxx, Corporate Attorney, XxXxxxxxxx at 00000 Xxxx XxxXxxxxxxxx Xxxxx, Xxxxx 000, XxxxxxxXxxxxx, Xxxxx, 00000, Xxxxxxxx 00000 (e-mail: xxxxxxxxxxx@xxxxxxxx.xxx) so that it is received by Xx. Xxxx the Company no later than May 1the close of business on April 21, 2018; (ii) provides the assistance and services described in Section 1 above; (iii) timely executes and returns the Confirming Release as set forth in Section 7 below 2019, (and so long as Executive does not exercise his her revocation right described in the Confirming Releasepursuant to Section 9); and (ivii) abides by Executive honors each of Executive’s her commitments set forth herein, then: (i) The Company will shall provide Executive with a payment in the total severance payment equal to amount of $515,000450,000, less applicable taxes and withholdings (the “Separation Severance Payment”). The Separation , which Severance Payment will be paid in a single lump sum substantially equal bi-weekly installments in accordance with the Company’s regular payroll practices over the 12-month period following the Separation Date, with the first installment being paid on the Company’s first regularly scheduled payroll pay date that is comes on or after the date that Executive has returned this signed Agreement to the Company and the Release Revocation Period (as defined below) has expired without revocation by Executive, and the remaining installments being paid on the Company’s regular pay dates that follow thereafter; provided, however, that payment of any remaining installment(s) of the Severance Payment will cease immediately upon the date that Executive begins providing services through one or more subsequent employment, director, consulting or other service arrangements or relationships (other than Executive’s service as a member of, or advisor to, the board of directors of Xxxxxxxx Soup Company and, if applicable, one other for-profit entity), where the total compensation (whether cash, equity that vests, or is 30 days after capable of vesting, on or before March 31, 2020 or a combination thereof) that is irrevocably earned by March 31, 2020 and due to Executive, regardless of when it is paid or settled, for all such services, in the Resignation Date aggregate, is reasonably anticipated to exceed $1,000,000 (and each such provision of services shall be promptly reported to the “Separation Payment Date”Company by Executive); (ii) During the portion, if any, of the period beginning on the Separation Date and ending March 31, 2020 (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse Executive for the amount Executive pays to effect and continue such coverage. Executive shall be eligible to receive such reimbursement payments until the earliest of: (x) the last day of the Reimbursement Period; (y) the date Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Executive); provided, however, that Executive acknowledges and agrees that the election of continuation coverage pursuant to COBRA and providing any premiums due to the Company with respect to such continuation coverage will remain Executive’s sole responsibility; (iii) The Company will reimburse Executive for her legal expenses in connection with Executive’s review and negotiation of this Agreement, up to $10,000, payable within 30 days following Executive’s submission of detailed invoices to the Company no later than 30 days following the Separation Date in a form reasonably satisfactory to the Company evidencing the total amount of such legal expenses and the hourly rates of, and time recorded by, each timekeeper; (iv) The Company shall provide Executive with an additional a payment equal to in the product total amount of (A) $515,000 multiplied by (B) a fraction, the numerator of which is the number of days that have elapsed from January 1, 2018 through the Resignation Date and the denominator of which is 365218,450, less applicable taxes and withholdings (the “STIP Additional Payment”), which STIP Additional Payment represents will be paid within 30 days following the Separation Date; (v) Executive will receive a prorated portion of bonus pursuant to the target amount of ExecutiveCompany’s 2018 2019 short-term incentive program bonus. program, which bonus shall be calculated by the same method applicable to other members of the Company’s executive leadership team and shall be based upon a target award of $42,000, with the actual amount of such bonus based on the achievement of the performance metrics applicable to employees of the Company and paid on the earlier of (A) date on which the Company’s 2019 short-term incentive awards are paid to employees of the Company and (B) March 15, 2020; (vi) The STIP Payment 18,417 restricted stock units (“RSUs”) originally granted to Executive on October 4, 2018 will be paid fully accelerated, subject to settlement on October 7, 2019 in a single lump sum on accordance with the Separation Payment Dateterms of that certain Restricted Stock Units Award Agreement between the Company and Executive dated as of October 4, 2018 (the “Sign-On RSU Agreement”) and the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the “Plan”); and (iiivii) Effective as 8,524 of the Resignation Date, Parent will cause a number of the outstanding equityperformance-based awards in Parent and held by Executive (collectively, the “Awards”) to vest and become nonforfeitable in the following amounts: (A) 62,893 of the restricted stock units RSUs originally granted to Executive on November 9September 7, 20172018 will remain outstanding, subject to the terms of that certain Performance Restricted Stock Units Award Agreement between the Company and Executive dated as of October 4, 2018 (the “LTIP PSU Agreement”), the Plan and the achievement of the applicable performance goals set forth in the LTIP PSU Agreement; provided, however, such performance-based RSUs will be accelerated as to the target amount upon a Change in Control (as defined in the Plan); provided, further, however, that to the extent the Company is required to withhold any applicable taxes upon the vesting or settlement, if any, of such performance-based RSUs, Executive shall satisfy such withholding requirement by either, as determined in Executive’s sole discretion, (A) tendering cash or a check to the Company for the amount of such withholding or (B) 46,649 of engaging in a “sell to cover” transaction through a bank or broker and remitting the restricted stock units granted to Executive on March 26, 2018; and (C) 46,649 of the performance share units granted to Executive on March 26, 2018 (representing approximately one-third of the target number of performance share units originally granted pursuant to cash proceeds from such Award) (the restricted stock units and performance share units described in the foregoing clauses (A)–(C), collectively, the “Accelerated Awards”). The Accelerated Awards shall become fully vested and nonforfeitable as of the Resignation Date, and, on or before the Separation Payment Date, Parent shall deliver to Executive a number of shares of Parent’s Class A common stock, par value $0.0001 per share (“Stock”), equal transaction to the total number of shares of Stock Company. (b) Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any payments and benefits described herein are subject to the Accelerated Awards in accordance with the settlement provisions of the grant notices and award agreements evidencing the grant of the Awards (collectively, the “Award Agreements”) and the applicable terms and conditions of the Rosehill Resources Inc. Long-Term Incentive Plan (Company’s Clawback Policy, as amended, supplemented or restated in effect from time to time, and that applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to the “Plan”). The payments terms and benefits set forth in this Section 2 are referred to herein collectively as conditions of the “Separation Benefits”Company’s Clawback Policy from and after the effective date thereof.

Separation Payment and Benefits. (a) Provided that Executive Executive: (i) executes this Agreement honors each of Executive’s commitments set forth herein, and returns it to Xxxxx Xxxx, Corporate Attorney, at 00000 Xxxx Xxx, Xxxxx 000, Xxxxxxx, Xxxxx, 00000, so that it is received by Xx. Xxxx no later than May 1, 2018; (ii) provides the assistance and services described in Section 1 above; (iii) timely executes signs and returns the Confirming Release (as set forth defined below), as described in Section 7 below (and does not exercise his revocation right right, as described in the Confirming Release); and (iv) abides by each of Executive’s commitments set forth herein, then: (i) The Company will shall provide Executive with a total severance payment equal to of Eight Hundred Fifty-Three Thousand One Hundred Twenty-Five dollars and no cents ($515,000853,125.00), (the “Severance Payment”), less applicable taxes and withholdings (the “Separation Payment”). The Separation tax withholdings, which Severance Payment will shall be paid in a single lump sum substantially equal installments on the Company’s regular payroll dates between the Separation Date and the date that is fifteen (15) months following the Separation Date; provided, however, the first installment shall be paid on the Company’s first regularly scheduled payroll date that is on or comes after the date that is 30 days after the Resignation Date Confirming Release has been timely signed and returned to the Company by Executive and the revocation period described in the Confirming Release has expired without Executive having exercised his revocation right (the date of such first payment, the “Separation Payment First Installment Date”);, and such first installment shall include (without interest) the number of installments of the Severance Payment that Executive would have received between the Separation Date and the First Installment Date had there been no delay in payment. (ii) The Company will provide shall pay Executive with an additional payment a lump sum cash amount equal to the product of greater of: (A) $515,000 the full-year short-term incentive award that Executive would have earned had Executive remained employed by the Company through the end of the 2021 calendar year based on the degree of satisfaction of the applicable performance objectives, as determined in good faith by the Committee (as defined in the Severance Agreement) (except that any individual subjective performance objectives will be deemed achieved at the target level), multiplied by (B) a fraction, the numerator of which is the number of days that have elapsed from January 1, 2018 through the Resignation Date 243 and the denominator of which is 365, less applicable taxes 365 or (B) Ninety-Seven Thousand Three Hundred Sixty-Six dollars and withholdings no cents ($97,366.00); (the greater of (A) or (B), the “STIP Payment2021 Bonus”), which STIP Payment represents a prorated portion of 2021 Bonus, if any, shall be paid, less applicable tax withholdings, at the target amount of Executive’s 2018 time the Company pays short-term incentive program bonus. The STIP Payment will be paid awards to senior executives of the Company for the 2021 calendar year, but in a single lump sum on the Separation Payment Date; andno event later than March 15, 2022. (iii) Effective During the portion, if any, of the 15-month period following the Separation Date (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and Executive’s eligible dependents, if any, under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive for the amount Executive pays to effect and continue such coverage (the “COBRA Reimbursements”), which COBRA Reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. Executive acknowledges and agrees that the election of continuation coverage pursuant to COBRA and providing any premiums due to the Company with respect to such continuation coverage will remain Executive’s sole responsibility. Notwithstanding the foregoing, should the Company determine in its sole discretion that it cannot provide the COBRA Reimbursements without potentially violating applicable law (including Section 2716 of the Public Health Service Act), the Company will, in lieu of the COBRA Reimbursements, provide to Executive a taxable monthly payment for the Reimbursement Period in an amount equal to the monthly COBRA premium Executive would be required to pay to continue his group health coverage in effect on the Separation Date, which amount will be based on the premium for the first month of COBRA coverage and which payments will be made regardless of whether Executive elects COBRA continuation coverage. (iv) The 8,254 restricted stock units (“RSUs”) granted to Executive pursuant to the Restricted Stock Units Award Agreement between Executive and the Company made as of June 5, 2018 (the “0000 XXX Agreement”) and outstanding on the date hereof will be fully accelerated as of the Resignation Separation Date, Parent will cause a number of the outstanding equity-based awards in Parent and held by Executive (collectively, the “Awards”) subject to vest and become nonforfeitable in the following amounts: (A) 62,893 of the restricted stock units granted to Executive on November 9, 2017; (B) 46,649 of the restricted stock units granted to Executive settlement on March 263, 2018; and (C) 46,649 of the performance share units granted to Executive on March 26, 2018 (representing approximately one-third of the target number of performance share units originally granted pursuant to such Award) (the restricted stock units and performance share units described in the foregoing clauses (A)–(C), collectively, the “Accelerated Awards”). The Accelerated Awards shall become fully vested and nonforfeitable as of the Resignation Date, and, on or before the Separation Payment Date, Parent shall deliver to Executive a number of shares of Parent’s Class A common stock, par value $0.0001 per share (“Stock”), equal to the total number of shares of Stock subject to the Accelerated Awards 2022 in accordance with the settlement provisions terms of the grant notices comScore, Inc. 2018 Equity and award agreements evidencing Incentive Compensation Plan, as amended (the grant “Plan”); provided, however, that to the extent the Company is required to withhold any applicable taxes upon the vesting or settlement of such RSUs, Executive shall satisfy such withholding requirement by either, as determined in Executive’s sole discretion, (A) tendering cash or a check to the Company for the amount of such withholding or (B) engaging in a “sell to cover” transaction through a bank or broker and remitting to the Company the required withholding amount from the cash proceeds from such transaction; and provided further, however, that the accelerated vesting of the Awards RSUs shall be taken into account for FICA tax purposes on the First Installment Date based on the fair market value of the related shares as of the Separation Date (collectivelyplus applicable interest as provided in Treasury Regulation §31.3121(v)(2)-1(f)(3)), and the FICA tax withholding required on the First Installment Date with respect to such accelerated vesting shall be withheld from the first installment of the Severance Payment. (v) The 141,592 RSUs granted to Executive pursuant to the Restricted Stock Units Award Agreement between Executive and the Company made as of March 10, 2021 (the “Award Agreements0000 XXX Agreement”) and outstanding on the date hereof will be fully accelerated as of the Separation Date, subject to settlement in installments of 47,197 on March 3, 2022, 47,197 on March 7, 2022 and 47,198 on March 10, 2022 in accordance with the terms of the Plan; provided, however, that to the extent the Company is required to withhold any applicable taxes upon the vesting or settlement of such RSUs, Executive shall satisfy such withholding requirement by either, as determined in Executive’s sole discretion, (A) tendering cash or a check to the Company for the amount of such withholding or (B) engaging in a “sell to cover” transaction through a bank or broker and remitting to the Company the required withholding amount from the cash proceeds from such transaction; provided, however, that the accelerated vesting of the RSUs shall be taken into account for FICA tax purposes on the First Installment Date based on the fair market value of the related shares as of the Separation Date (plus applicable interest as provided in Treasury Regulation §31.3121(v)(2)-1(f)(3)), and the FICA tax withholding required on the First Installment Date with respect to such accelerated vesting shall be withheld from the first installment of the Severance Payment. (vi) Within forty-five (45) days of the Separation Date, the Company will reimburse Executive for, or pay directly on Executive’s behalf, up to Ten Thousand dollars ($10,000.00) of the attorneys’ fees incurred by Executive in the review and negotiation of this Agreement, subject to receipt of reasonable substantiation thereof. (b) Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any payments and benefits described herein are subject to the terms and conditions of the Rosehill Resources Inc. Long-Term Incentive Plan (Company’s clawback policy as amended, supplemented or restated may be in effect from time to time, including to implement Section 10D of the Securities Exchange Act of 1934 and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the common stock of the Company may be traded) (the “PlanCompensation Recovery Policy”). The payments , and benefits set forth in that applicable sections of this Section 2 are referred Agreement and any related documents shall be deemed superseded by and subject to herein collectively as the “Separation Benefits”terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.

Separation Payment and Benefits. (a) Provided that Executive Executive: (i) executes this Agreement and returns it on the Effective Date or within 21 days thereafter such that Executive has returned a signed copy of this Agreement to the Company, care of Xxxxx Xxxx, Corporate Attorney, XxXxxxxxxx at 00000 Xxxx XxxXxxxxxxxx Xxxxx, Xxxxx 000, XxxxxxxXxxxxx, Xxxxx, 00000, Xxxxxxxx 00000 (e-mail: xxxxxxxxxxx@xxxxxxxx.xxx) so that it is received by Xx. Xxxx the Company no later than May 1the close of business on April 21, 2018; (ii) provides the assistance and services described in Section 1 above; (iii) timely executes and returns the Confirming Release as set forth in Section 7 below 2019, (and so long as Executive does not exercise his revocation right described in the Confirming Releasepursuant to Section 10); and (ivii) abides by Executive honors each of Executive’s his commitments set forth herein, then: (i) The Company will shall provide Executive with a payment in the total severance payment equal to amount of $515,0001,050,000, less applicable taxes and withholdings (the “Separation Severance Payment”). The Separation , which Severance Payment will be paid in the following manner: (A) $525,000 as a single one-time lump sum payment in March 2020 when the Company’s 2019 short-term incentive awards are paid to employees of the Company, but in no event later than March 15, 2020, and (B) $525,000 in substantially equal bi-weekly installments in accordance with the Company’s regular payroll practices over the six-month period following the Separation Date, with the first installment being paid on the Company’s first regularly scheduled payroll pay date that is comes on or after the date that Executive has returned this signed Agreement to the Company and the Release Revocation Period (as defined below) has expired without revocation by Executive, and the remaining installments being paid on the Company’s regular pay dates that follow thereafter; provided, however, that payment of any remaining installment(s) of the Severance Payment will cease immediately upon the date that Executive begins providing services through one or more subsequent employment, director, consulting or other service arrangements or relationships (other than Executive’s service as a member of the board of directors of Xxxx.xxx Inc. and, if applicable, a member of the board of directors of one other for-profit entity), where the total compensation (whether cash, equity that vests, or is 30 days after capable of vesting, on or before March 31, 2020 or a combination thereof) that is irrevocably earned by March 31, 2020 and due to Executive, regardless of when it is paid or settled, for all such services, in the Resignation Date aggregate, is reasonably anticipated to exceed $2,000,000 (and each such provision of services shall be promptly reported to the “Separation Payment Date”Company by Executive); (ii) During the portion, if any, of the period beginning on the Separation Date and ending September 30, 2020 (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse Executive for the amount Executive pays to effect and continue such coverage. Executive shall be eligible to receive such reimbursement payments until the earliest of: (x) the last day of the Reimbursement Period; (y) the date Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Executive); provided, however, that Executive acknowledges and agrees that the election of continuation coverage pursuant to COBRA and providing any premiums due to the Company with respect to such continuation coverage will remain Executive’s sole responsibility; (iii) The Company will provide reimburse Executive for his legal expenses in connection with an additional payment equal Executive’s review and negotiation of this Agreement, up to $50,000, payable within 30 days following Executive’s submission of detailed invoices to the product Company no later than 30 days following the Separation Date in a form reasonably satisfactory to the Company evidencing the total amount of such legal expenses and the hourly rates of, and time recorded by, each timekeeper; (iv) Executive will receive a bonus pursuant to the Company’s 2019 short-term incentive program, which bonus shall be calculated by the same method applicable to other members of the Company’s executive leadership team and shall be based upon a target award of $65,000, with the actual amount of such bonus based on the achievement of the performance metrics applicable to employees of the Company and paid on the earlier of (A) $515,000 multiplied by (B) a fraction, date on which the numerator of which is the number of days that have elapsed from January 1, 2018 through the Resignation Date and the denominator of which is 365, less applicable taxes and withholdings (the “STIP Payment”), which STIP Payment represents a prorated portion of the target amount of ExecutiveCompany’s 2018 2019 short-term incentive program bonus. awards are paid to employees of the Company and (B) March 15, 2020; (v) The STIP Payment 24,988 restricted stock units (“RSUs”) originally granted to Executive on June 5, 2018 will be paid fully accelerated, subject to settlement on October 2, 2019 in a single lump sum accordance with the terms of that certain Restricted Stock Units and Common Stock Award Notice between the Company and Executed dated as of June 5, 2018 (the “Sign-On Grant Agreement”) and the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the “Plan”); (vi) 36,347 of the RSUs originally granted to Executive on September 7, 2018 will be fully accelerated, subject to settlement on October 15, 2019 in accordance with the Separation Payment Dateterms of that certain Restricted Stock Units Award Agreement between the Company and Executive dated as of September 7, 2018 (the “LTIP RSU Agreement”) and the Plan; and (iiivii) Effective as 36,347 of the Resignation Date, Parent will cause a number of the outstanding equityperformance-based awards in Parent and held by Executive (collectively, the “Awards”) to vest and become nonforfeitable in the following amounts: (A) 62,893 of the restricted stock units RSUs originally granted to Executive on November 9September 7, 20172018 will remain outstanding, subject to the terms of that certain Performance Restricted Stock Units Award Agreement between the Company and Executive dated as of September 7, 2018 (the “LTIP PSU Agreement,” and together with the Sign-On Grant Agreement and LTIP RSU Agreement, the “Equity Agreements”), the Plan and the achievement of the applicable performance goals set forth in the LTIP PSU Agreement; provided, however, such performance-based RSUs will be accelerated as to the target amount upon a Change in Control (as defined in the Plan); provided, further, however, that to the extent the Company is required to withhold any applicable taxes upon the vesting or settlement, if any, of such performance-based RSUs, Executive shall satisfy such withholding requirement by either, as determined in Executive’s sole discretion, (A) tendering cash or a check to the Company for the amount of such withholding or (B) 46,649 of engaging in a “sell to cover” transaction through a bank or broker and remitting the restricted stock units granted to Executive on March 26, 2018; and (C) 46,649 of the performance share units granted to Executive on March 26, 2018 (representing approximately one-third of the target number of performance share units originally granted pursuant to cash proceeds from such Award) (the restricted stock units and performance share units described in the foregoing clauses (A)–(C), collectively, the “Accelerated Awards”). The Accelerated Awards shall become fully vested and nonforfeitable as of the Resignation Date, and, on or before the Separation Payment Date, Parent shall deliver to Executive a number of shares of Parent’s Class A common stock, par value $0.0001 per share (“Stock”), equal transaction to the total number of shares of Stock Company. (b) Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any payments and benefits described herein are subject to the Accelerated Awards in accordance with the settlement provisions of the grant notices and award agreements evidencing the grant of the Awards (collectively, the “Award Agreements”) and the applicable terms and conditions of the Rosehill Resources Inc. Long-Term Incentive Plan (Company’s Clawback Policy, as amended, supplemented or restated in effect from time to time, and that applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to the “Plan”). The payments terms and benefits set forth in this Section 2 are referred to herein collectively as conditions of the “Separation Benefits”Company’s Clawback Policy from and after the effective date thereof.