Common use of VESTING SCHEDULE; SERVICE REQUIREMENT Clause in Contracts

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 3, the Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred percent (100%) of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $4.52 and (ii) one hundred percent (100%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Awarded Shares. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested Awarded Shares. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 3Committee, a portion of the Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the each “Vesting Date” set forth above (the each, a “Vesting Date”) ), in each case, as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred : (a) thirty-three and one-third percent (100%) of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50331/3%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen Vesting Date; (15b) trading day period equals or exceeds $4.52 an additional thirty-three and (ii) one hundred one-third percent (100331/3%) of the Awarded Shares will vest on the first date that second Vesting Date; and (c) the Fair Market Value remaining thirty-three and one-third percent (331/3%) of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the third Vesting Date with respect to such Awarded SharesDate. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested Awarded Shares. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 3Committee, a portion of the Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and Xxxxxxx Energy Corporation (the Company“Services Agreement”)) (“Continuous Service”) on the each “Vesting Date” set forth above (the each, a “Vesting Date”) ), in each case, as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred percent : (100%) of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (ia) fifty percent (50%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen Vesting Date; and (15b) trading day period equals or exceeds $4.52 and (ii) one hundred an additional fifty percent (10050%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the second Vesting Date with respect to such Awarded SharesDate. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested Awarded Shares. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) belowof this Award, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) belowof this Award, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 32, the Awarded Phantom Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Awarded Phantom Shares,” as follows: one hundred percent (100%) of the Awarded Phantom Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Awarded Phantom Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $4.52 and (ii) one hundred percent (100%) of the Awarded Phantom Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 6.02, in each case, subject to the Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Phantom Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Phantom Shares become Vested Awarded Phantom Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Awarded Phantom Shares. Awarded Phantom Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Phantom Shares” and Awarded Phantom Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Phantom Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Phantom Shares shall become Vested Awarded Phantom Shares. If an installment of the vesting would result in a fractional Vested Awarded Phantom Share, such installment will be rounded to the next lower Awarded Phantom Share except the final installment, which will be for the balance of the Awarded Phantom Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 32, the Awarded Phantom Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Awarded Phantom Shares,” as follows: one hundred percent (100%) of the Awarded Phantom Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Awarded Phantom Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $4.52 9.81 and (ii) one hundred percent (100%) of the Awarded Phantom Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 13.08, in each case, subject to the Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Phantom Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Phantom Shares become Vested Awarded Phantom Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Awarded Phantom Shares. Awarded Phantom Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Phantom Shares” and Awarded Phantom Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Phantom Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Phantom Shares shall become Vested Awarded Phantom Shares. If an installment of the vesting would result in a fractional Vested Awarded Phantom Share, such installment will be rounded to the next lower Awarded Phantom Share except the final installment, which will be for the balance of the Awarded Phantom Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. (a) Except as provided otherwise accelerated by the Committee or provided below in this Section 3below, the Awarded Shares shall vest if Grantee does not experience a Termination of Service during Participant’s continued service the period commencing with the Company or an Affiliate Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (including Participant’s services for the Company pursuant to the Services Agreementeach, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the a “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred percent (100%) of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $4.52 and (ii) one hundred percent (100%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Awarded Shares. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding Subject to the foregoingprovisions of Section 4 of this Agreement, upon if Grantee does not experience a Termination of Service prior to an applicable Vesting Date, percent ( %) of the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested will vest on the first Vesting Date; an additional percent ( %) of the Awarded Shares will vest on the second Vesting Date; [include such additional Vesting Dates, if any, as are necessary] and the remaining percent ( %) of the Awarded Shares will vest on the final Vesting Date, all as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares. .” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next higher or lower Awarded Share Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares. Upon vesting . (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become fully vested (i) on the death of Grantee during Xxxxxxx’s term as an Outside Director, (ii) on Grantee’s Termination of Service as a result of not being nominated for or elected to a new term as an Outside Director, (iii) on Xxxxxxx’s resignation as an Outside Director at the request and for the convenience of the Awarded SharesCompany other than for Cause, the Company shall, unless otherwise paid by Participant as described in Section 9(aor (iv) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(aArticle 7 of the Plan, in the event of a Change in Control. For purposes of this Agreement, “Cause” shall mean (A) belowGrantee’s willful, material and thereafter instruct irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (B) Grantee’s breach of any fiduciary or other material duty to the Company or its transfer agent stockholders; (C) Grantee’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Grantee’s material duties and responsibilities; (D) Xxxxxxx’s dishonesty, fraud or misconduct with respect to deliver to Participant all remaining Vested Awarded Shares in the business or affairs of the Company or a stock certificate Subsidiary; (E) Xxxxxxx’s conviction of a felony crime; or in book entry form(F) Xxxxxxx’s chronic alcohol abuse or illegal drug abuse.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 3Committee, a portion of the Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the each “Vesting Date” set forth above (the each, a “Vesting Date”) ), in each case, as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred : (a) thirty-three and one-third percent (100%) of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (5033 1/3%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen Vesting Date; (15b) trading day period equals or exceeds $4.52 an additional thirty-three and (ii) one hundred one-third percent (10033 1/3%) of the Awarded Shares will vest on the first date that second Vesting Date; and (c) the Fair Market Value remaining thirty-three and one-third percent (33 1/3%) of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the third Vesting Date with respect to such Awarded SharesDate. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested Awarded Shares. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 3Committee, a portion of the Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the CompanyXxxxxxx Energy Corporation) (“Continuous Service”) on the each “Vesting Date” set forth above (the each, a “Vesting Date”) ), in each case, as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred : (a) thirty-three and one-third percent (100%) of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (5033 1/3%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen Vesting Date; (15b) trading day period equals or exceeds $4.52 an additional thirty-three and (ii) one hundred one-third percent (10033 1/3%) of the Awarded Shares will vest on the first date that second Vesting Date; and (c) the Fair Market Value remaining thirty-three and one-third percent (33 1/3%) of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the third Vesting Date with respect to such Awarded SharesDate. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested Awarded Shares. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) belowof this Award, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) belowof this Award, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 3Committee, a portion of the Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the each “Vesting Date” set forth above (the each, a “Vesting Date”) ), in each case, as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred : (a) thirty-three and one-third percent (100%) of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (5033 1/3%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen Vesting Date; (15b) trading day period equals or exceeds $4.52 an additional thirty-three and (ii) one hundred one-third percent (10033 1/3%) of the Awarded Shares will vest on the first date that second Vesting Date; and (c) the Fair Market Value remaining thirty-three and one-third percent (33 1/3%) of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the third Vesting Date with respect to such Awarded SharesDate. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested Awarded Shares. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. (a) Except as provided otherwise accelerated by the Committee or provided below in this Section 3below, the Awarded Shares shall vest if Grantee does not experience a Termination of Service during Participant’s continued service the period commencing with the Company or an Affiliate (including Participant’s services for Grant Date and ending with the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred percent (100%) applicable date that such portion of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoingvests (each, (i) fifty percent (50%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $4.52 and (ii) one hundred percent (100%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (iia "Vesting Date"), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Awarded Shares. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “"Vested Awarded Shares” " and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “"Unvested Awarded Shares.” Notwithstanding " Subject to the foregoingprovisions of Section 4 of this Agreement, upon if Grantee does not experience a Termination of Service prior to an applicable Vesting Date, thirty three and one-third percent (33⅓%) of the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested will vest on the first Vesting Date; an additional thirty three and one-third percent (33⅓%) of the Awarded Shares will vest on the second Vesting Date; and the remaining thirty three and one-third percent (33⅓%) of the Awarded Shares will vest on the final Vesting Date, all as set forth on the first page of this Agreement under the heading "Vesting of Awarded Shares. ." If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next higher or lower Awarded Share Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares. Upon vesting . (b) Notwithstanding anything to the contrary in this Agreement, (i) a prorated portion of the Unvested Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Shares shall become Vested Awarded Shares necessary on the death of Grantee or upon Grantee’s Disability (as defined in Section 3(c) of this Agreement), in each case, while Grantee is still an Employee, with such proration determined by multiplying the total number of Unvested Awarded Shares by a fraction, the numerator of which is the number of months from the previous Vesting Date (or the Grant Date if the termination occurs prior to satisfy the first Vesting Date) that the Grantee was an Employee, including the full month in which the Grantee’s death or Disability occurs, and the denominator of which is the number of months from the previous Vesting Date (or the Grant Date, if the termination occurs prior to the first Vesting Date) until August 20, 2017, with any Required Withholding obligation Awarded Shares that do not become Vested Awarded Shares hereunder forfeited without any action by Grantee or payment by the Company, (ii) the Unvested Awarded Shares shall become fully vested on Grantee’s Termination of Participant Service due to termination by the Company without Cause (as defined in Section 3(d) of this Agreement) at any time following the Merger (as defined in Section 3(e) of this Agreement), (iii) the Unvested Awarded Shares shall become fully vested, in accordance with the provisions of Article 7 of the Plan, in the event of a Change in Control (other than the Merger), or (iv) following the Merger SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN Page 2 –AWARD AGREEMENT FOR EMPLOYEES (AUGUST 2014) #86240894v6 or, if the Merger Agreement (as defined in Section 9(a3(e) belowof this Agreement) is terminated without the consummation of the Merger in accordance with its terms, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested the Unvested Awarded Shares shall become fully vested at any time at the direction and sole discretion of the Committee, vested in a stock certificate full or in book entry formpart.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee or provided below in this Section 3, the Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and the Company) (“Continuous Service”) on the “Vesting Date” set forth above (the “Vesting Date”) on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: one hundred percent (100%) of the Awarded Shares will vest on the fifth anniversary of the Date of Grant. Notwithstanding the foregoing, (i) fifty percent (50%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $4.52 9.81 and (ii) one hundred percent (100%) of the Awarded Shares will vest on the first date that the Fair Market Value of one Common Share for each day in the prior fifteen (15) trading day period equals or exceeds $6.02 13.08, in each case, subject to Participant’s Continuous Service through such date; provided, that if such date referenced in clause (i) or clause (ii) occurs prior to the first anniversary of the Date of Grant, the Awarded Shares will instead vest on the first anniversary of the Date of Grant pursuant to clause (i) or clause (ii), as applicable. For purposes of clarity, the date on which any of the Awarded Shares become Vested Awarded Shares pursuant to clause (i) or clause (ii) shall be deemed to be the Vesting Date with respect to such Awarded Shares. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested Awarded Shares. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) below, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) below, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.