RESTRICTED STOCK UNIT AWARD AGREEMENT ECLIPSE RESOURCES CORPORATION

Exhibit 10.1

RESTRICTED STOCK UNIT AWARD AGREEMENT

ECLIPSE RESOURCES CORPORATION

2014 LONG-TERM INCENTIVE PLAN

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of the [—] day of [—], [—] (the “Date of Grant”), by ECLIPSE RESOURCES CORPORATION, a Delaware corporation (“Company”), to [—] (“Employee”).

1. Award. Company hereby grants Employee an award (this “Award”) to receive [—] Restricted Stock Units (the “Restricted Stock Units”) whereby each Restricted Stock Unit represents the right to receive one share of common stock, par value $0.01, of the Company (the “Stock”), plus an additional amount pursuant to Section 4, subject to certain restrictions and on the terms and conditions contained in this Agreement and the Eclipse Resources Corporation 2014 Long-Term Incentive Plan (the “Plan”). A copy of the Plan is available upon request. Except as provided below, to the extent that any provision of this Agreement conflicts with the terms of the Plan, Employee acknowledges and agrees that those terms of the Plan shall control and, if necessary, the applicable provisions of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.

2. Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:

(a) “Cause” means “Cause” as defined in the employment agreement between Employee and Company, or if “Cause” is not defined in such employment agreement or in the absence of such employment agreement, “Cause” means the occurrence of any of the following events, as reasonably determined by the Board: (i) Employee’s willful or continued failure to perform his or her material duties for the Company; (ii) Employee’s conviction of a felony, or his or her guilty plea to or entry of a nolo contendere plea to a felony charge; (iii) the willful or grossly negligent engagement by Employee in conduct that is materially injurious to the Company, financially or otherwise; or (iv) Employee’s breach of any material term of the Company’s material written policies and material procedures, as in effect from time to time.

(b) “Change of Control Period” means the 24-month period beginning on the date on which occurs a Change of Control.

(c) “Disability” means “Disability” as defined in the employment agreement between Employee and Company, or if “Disability” is not defined in such employment agreement or in the absence of such employment agreement, “Disability” means Employee’s inability to engage in any substantial gainful activity necessary to perform his or her duties hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months. Employee agrees to submit to such medical examinations as may be necessary to determine whether a Disability exists, pursuant to such reasonable requests as may be made by the Company from time to time. Any determination as to the existence of a Disability will be made by a physician selected by the Company.

(d) “Good Reason” means “Good Reason” as defined in the employment agreement between Employee and Company, or if “Good Reason” is not defined in such employment agreement or in the absence of such employment agreement, “Good Reason” means any of the following, but only if occurring without Employee’s written consent: (i) a material diminution in Employee’s base salary; (ii) a material diminution in Employee’s authority, duties, or responsibilities; or (iii) the relocation of Employee’s principal office to an area more than 50 miles from its location immediately prior to such relocation.

(e) “Involuntary Termination” means the Employee’s involuntary termination of employment with the Company and each of its Subsidiaries without Cause, or Employee’s voluntary termination of employment with the Company and each of its Subsidiaries for Good Reason.

3. No Stockholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle Employee to any rights of a stockholder of the Company before the date shares of Stock are issued to Employee in settlement of the Award. Employee’s rights with respect to Restricted Stock Units shall remain forfeitable at all times prior to the date on which rights become vested and the restrictions with respect to the Restricted Stock Units lapse in accordance with Section 6 or 8.

4. Dividend Equivalents. If the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, Employee holds Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall pay to Employee an amount in cash equal to the cash dividends Employee would have received if he or she were the beneficial owner, as of such record date, of the number of shares of Stock related to the portion of Employee’s Restricted Stock Units that have not been settled as of such record date, such payment to be made on or promptly following the date that the Company pays such dividend (however, in no event shall the dividend equivalent payment be made later than 30 days following the date on which the Company pays such dividend).

5. Conversion of Restricted Stock Units; Issuance of Stock; Payment of Stock. No shares of Stock shall be issued to Employee prior to the date on which the Restricted Stock Units vest and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 8. After any Restricted Stock Units vest pursuant to Section 6 or 8 the Company shall, on or promptly following the applicable dates set forth in Section 7, cause to be issued Stock in book entry form registered in Employee’s name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding with respect to such shares. The value of any fractional Restricted Stock Units shall be paid in cash at the time Stock is issued to Employee in connection with the Restricted Stock Units. The value of the fractional Restricted Stock Units shall equal the percentage of a Restricted Stock Unit represented by a fractional Restricted Stock Unit multiplied by the Fair Market Value of the Stock. The value of such shares of Stock shall not bear any interest owing to the passage of time.

2

6. Expiration of Restrictions and Risk of Forfeiture. Subject to the terms and conditions of this Agreement, the forfeiture restrictions on the Restricted Stock Units granted pursuant to this Agreement will expire in [—] installments beginning on [—] (each such date, a “Vesting Date”); provided, however, that such restrictions will expire on the Vesting Date only if Employee has been an employee of the Company or of a Subsidiary continuously from the Date of Grant through the applicable Vesting Date.

7. Payment Date. The payment date of the Stock related to Employee’s Restricted Stock Units will be the date on which the restrictions on such Restricted Stock Units expire as provided in Section 6 or Section 8 of this Agreement; provided that, in the event that restrictions on Employee’s Restricted Stock Units expire due to the termination of Employee’s employment relationship with the Company and each of its Subsidiaries by which Employee is employed as a result of Employee’s retirement at or after having attained age 65, then the payment date of the Stock related to such Restricted Stock Units will be the date on which the restrictions on such Restricted Stock Units would have expired as provided in Section 6 had Employee remained an employee of the Company or of a Subsidiary continuously from the date of this Agreement through the Vesting Date.

8. Termination of Employment; Change of Control.

(a) Death or Disability. If Employee’s employment with the Company and each of its Subsidiaries terminates due to Employee’s death or Disability, then all of the Restricted Stock Units granted pursuant to this Agreement shall become immediately and unconditionally vested and unrestricted and the shares of Stock related to such Restricted Stock Units shall be paid to Employee (or Employee’s legal representative, if applicable) as soon as practicable.

(b) Normal Retirement. If Employee’s employment with the Company and each of its Subsidiaries terminates due to Employee’s retirement at or after having attained age 65, then all of the Restricted Stock Units granted pursuant to this Agreement shall become immediately and unconditionally vested and unrestricted and the shares of Stock related to such Restricted Stock Units shall be paid to Employee on the date or dates on which the restrictions on such Restricted Stock Units would have expired as provided in Section 6 had Employee remained an employee of the Company or of a Subsidiary continuously from the date of this Agreement through the applicable Vesting Date.

(c) Involuntary Termination Outside of Change of Control Period. If Employee incurs an Involuntary Termination outside of a Change of Control Period, then the restrictions on a number of the Restricted Stock Units shall automatically lapse such that the number of Restricted Stock Units for which the restrictions have lapsed as of the termination date will be equal to the product of (i) the total number of Restricted Stock Units granted to Employee pursuant to this Agreement, times (ii) a fraction, the numerator of which is the number of full months (counting the month in which Employee’s termination of employment occurs as a full month), beginning with the first full month following the date of this Agreement during which Employee was employed by the Company or any Subsidiary and the denominator of which is 36. The shares of Stock related to such Restricted Stock Units shall be paid to Employee as soon as practicable following Employee’s termination date.

3

(d) Involuntary Termination During Change of Control Period. If Employee incurs an Involuntary Termination during a Change of Control Period, then all of the Restricted Stock Units granted pursuant to this Agreement shall become immediately and unconditionally vested and unrestricted and the shares of Stock related to such Restricted Stock Units shall be paid to Employee as soon as practicable following Employee’s termination date.

(e) Other Termination of Employment. If Employee’s employment relationship with the Company or any of its Subsidiaries is terminated for any reason other than those listed in Section 8(a), 8(b), 8(c) or 8(d), all of Employee’s unearned and unvested Restricted Stock Units shall terminate and automatically be canceled upon such termination of employment.

(f) Change of Control. Upon a Change of Control that involves a merger, reclassification, reorganization or other similar transaction in which the surviving entity, Company’s successor or the direct or indirect parent of the surviving entity or Company’s successor (the “Successor Entity”), fails to assume this Award or substitute this Award with a substantially equivalent award, then all of the Restricted Stock Units granted pursuant to this Agreement shall become immediately and unconditionally vested and unrestricted and the shares of Stock related to such Restricted Stock Units shall be paid to Employee as soon as practicable following such Change of Control.

9. Nontransferability of Awards. The Restricted Stock Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Following Employee’s death, any shares of Stock distributable in respect of the Restricted Stock Units will be delivered or paid, at the time specified in Section 7 or, if applicable, Section 8, to Employee’s beneficiary in accordance with, and subject to, the terms and conditions hereof and of the Plan.

10. Beneficiary Designation. Employee may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom shall be delivered or paid under this Agreement following Employee’s death any shares of Stock that are distributable or cash payable hereunder in respect of Employee’s Restricted Stock Units at the time specified in Section 7 or, if applicable, Section 8. Each designation will revoke all prior designations, shall be in a form prescribed by the Board, and will be effective only when filed in writing with the Board during Employee’s lifetime. In the absence of any such effective designation, shares of Stock issuable in connection with Employee’s death shall be paid to Employee’s surviving spouse, if any, or otherwise to Employee’s estate.

11. Adjustments in Respect of Restricted Stock Units. In the event there is any change in the Stock by reason of any reorganization, recapitalization, stock split, stock dividend, combination of shares or otherwise, the number of shares associated with the Award of Restricted Stock Units subject to this Agreement shall be adjusted in the manner consistent with the adjustment provisions provided in Section 3.07 of the Plan.

4

12. Effect of Settlement. Upon conversion into shares of Stock, the applicable Restricted Stock Units subject to the Award shall be cancelled and terminated.

13. Recoupment. Notwithstanding any other provision herein, the Award and any shares Stock that may be issued, delivered or paid in respect of the Award, as well as any consideration that may be received in respect of a sale or other disposition of any such shares of Stock, shall be subject to any recoupment, “clawback” or similar provisions of applicable law, as well as any recoupment or “clawback” policies of the Company that may be in effect from time to time. In addition, the Company may require Employee to deliver or otherwise repay to Company the Award and any shares of Stock delivered or paid in respect of the Award, as well as any consideration that may be received in respect of a sale or other disposition of any such shares of Stock, if the Company reasonably determines that during Employee’s employment with the Company a Subsidiary, or at any time thereafter, Employee (a) has committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of Company or any of its Subsidiaries; or (b) materially breached any agreement to which Employee is a party with Company or any of its Subsidiaries, including, but not limited to, any non-competition or non-solicitation agreement.

14. Furnish Information. Employee agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

15. Payment of Taxes. Company may from time to time require Employee to pay to the Company (or the Company’s Subsidiary if Employee is an employee of a Subsidiary) the amount that Company deems necessary to satisfy Company’s or its Subsidiary’s current or future obligation to withhold federal, state or local income or other taxes that Employee incurs as a result of the Award. With respect to any required tax withholding, unless another arrangement is permitted by Company in its discretion, Company shall withhold from the shares of Stock to be issued to Employee the number of shares necessary to satisfy the Company’s obligation to withhold taxes, that determination to be based on the shares’ Fair Market Value at the time as of which such determination is made. In the event Company subsequently determines that the aggregate Fair Market Value of any shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then Employee shall pay to the Company, immediately upon the Company’s request, the amount of that deficiency.

16. Right of the Company and Subsidiaries to Terminate Employment. Nothing contained in this Agreement shall confer upon Employee the right to continue in the employ of the Company or any Subsidiary of the Company, or interfere in any way with the rights of the Company or any Subsidiary of the Company to terminate Employee’s employment at any time.

17. No Liability for Good Faith Determinations. Neither the Company nor the members of the Board and the Board shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

5

18. No Guarantee of Interests. The Board and the Company do not guarantee the Stock from loss or depreciation.

19. Company Records. Records of the Company or its Subsidiaries regarding Employee’s period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Board to be incorrect.

20. Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

21. Notices. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third Business Day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. Company or Employee may change, at any time and from time to time, by written notice to the other, the address which it or he had previously specified for receiving notices.

Company and Employee agree that any notices shall be given to the Company or to Employee at the following addresses:

		Company:		Eclipse Resources Corporation
				Attn: General Counsel
				0000 Xxx Xxxxxxxxx Xxxx, Xxxxx 000
				State College, Pennsylvania 16803
		Employee:		At Employee’s current address as shown in Company’s records.

22. Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.

23. Successor. This Agreement shall be binding upon Employee, Employee’s legal representatives, heirs, legatees and distributees, and upon Company, its successors and assigns.

24. Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

25. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

6

26. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to Employee, or to Employee’s legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. Company may require Employee or Employee’s legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

27. Amendment. This Agreement may be amended at any time unilaterally by the Company provided that such amendment is consistent with all applicable laws and does not reduce any rights or benefits Employee has accrued pursuant to this Agreement. This Agreement may also be amended at any time unilaterally by the Company to the extent the Company believes in good faith that such amendment is necessary or advisable to bring this Agreement into compliance with any applicable laws, including Section 409A of the Code.

28. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

29. Agreement Respecting Securities Act of 1933. Employee represents and agrees that Employee will not sell the Stock that may be issued to Employee pursuant to Employee’s Restricted Stock Units except pursuant to an effective registration statement under the Securities Act of 1933 (the “1933 Act”) or pursuant to an exemption from registration under the 1933 Act (including Rule 144 promulgated under the 1933 Act).

30. No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle Employee to any rights as a shareholder of Stock until such time as Employee receives shares of Stock pursuant to this Agreement. Employee’s rights with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which Employee’s rights become earned in accordance with this Agreement.

31. Electronic Delivery and Acknowledgement. By Employee’s acceptance of this award, Employee is acknowledging that he or she has received and read, understands and accepts all the terms, conditions and restrictions of this Agreement and the Plan. Company may, in its sole discretion, deliver any documents related to this award and this Agreement, or other awards that have been or may be awarded under the Plan, by electronic means, including prospectuses, proxy materials, annual reports and other related documents, and the Company may, in its sole discretion, engage a third party to effect the delivery of these documents on its behalf and provide other administrative services related to this award and the Plan. By Employee’s acceptance of the Award represented by this Agreement, Employee consents to receive such documents by electronic delivery and to the engagement of any such third party.

[Signature page follows.]

7

IN WITNESS WHEREOF, Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, each effective as of the date first above written.

ECLIPSE RESOURCES CORPORATION:

By:

Name:

Title:

EMPLOYEE:

    [—]

{Signature Page to Restricted Stock Unit Award Agreement}