0001108827-17-000077 Sample Contracts

SEPARATION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS
Separation Agreement • October 25th, 2017 • Qep Resources, Inc. • Crude petroleum & natural gas • Colorado

This Separation Agreement and Waiver and Release of Claims ("Agreement") is made and entered into by and between Matthew T. Thompson (hereinafter "Employee"), and QEP Energy Company ("Company"). Employee and the Company shall be jointly referred to herein as the "Parties." Employee does freely and voluntarily enter into this Agreement. The Parties acknowledge that the Effective Date of this Agreement is the Separation Date, regardless of the date the Parties execute the Agreement.

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 25th, 2017 • Qep Resources, Inc. • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is executed and effective on September 20, 2017, by and among QEP Energy Company, a Texas corporation (“Seller”), Pinedale Energy Partners, LLC, a Delaware limited liability company (“Buyer”), and Pinedale Energy Partners Operating, LLC, a Delaware limited liability company (“PEPO”). Seller, Buyer and PEPO are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT TO LONG TERM INCENTIVE AGREEMENTS under the QEP Resources, Inc. Long- Term Stock Incentive Plan and Cash Incentive Plan Granted to Matthew Thompson
Long Term Incentive Agreements • October 25th, 2017 • Qep Resources, Inc. • Crude petroleum & natural gas

This Amendment to the Restricted Stock Agreements, Performance Share Unit Agreements, and Option Agreements is effective as of September 15, 2017 and is between QEP Resources, Inc. (Company) and Matthew Thompson (Grantee).

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