0001104659-16-141225 Sample Contracts

CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • August 24th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you:

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CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 24th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you;

TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF RESTRICTED STOCK
Restricted Stock Agreement • August 24th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas

Pursuant to the terms and conditions of the Clayton Williams Energy, Inc. Amended Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Agreement, attached as Appendix B (the “Agreement”), you are hereby issued shares of Stock subject to certain restrictions thereon and under the terms and conditions set forth below, in the Agreement, and in the Plan (the “Restricted Shares”). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF STOCK OPTION
Stock Option Agreement • August 24th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas

Pursuant to the terms and conditions of the Clayton Williams Energy, Inc. Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Stock Option Agreement, attached as Appendix B (the “Option Agreement”), you are hereby granted an option (this “Option”) to purchase shares of Stock under the conditions set forth in this Notice of Grant of Stock Option (the “Notice”), in the Option Agreement, and in the Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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