0001108827-18-000006 Sample Contracts

QEP RESOURCES, INC. CASH INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • February 28th, 2018 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the "Agreement") is made as of _______________ (the "Effective Date"), between QEP Resources, Inc., a Delaware corporation (the "Company"), and ______________ (the "Grantee").

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QEP RESOURCES INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 28th, 2018 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made as of [grant date] (the "Effective Date"), between QEP Resources, Inc., a Delaware corporation (the "Company"), and [participant name] ("Grantee").

February 26, 2018 [NAME] Re: Executive Retention Bonus Dear [NAME]:
Qep Resources, Inc. • February 28th, 2018 • Crude petroleum & natural gas

This "Retention Bonus Letter" confirms the agreement between you (the "Participant") and QEP Resources, Inc. (the "Company") regarding a retention bonus award opportunity that is being offered to you. This Retention Bonus Letter offers you a supplemental benefit that is in addition to the Severance Benefits (as defined in the Participation Letter) that may become payable to you pursuant to that certain Participation Letter dated as of February 26, 2018 and entered into between you and the Company (the "Participation Letter").

QEP RESOURCES, INC. Denver, CO 80265
Qep Resources, Inc. • February 28th, 2018 • Crude petroleum & natural gas • Delaware

This letter (this "Agreement") constitutes the agreement between Elliott Management Corporation ("Elliott") and QEP Resources, Inc. (the "Company"). Each of Elliott and the Company is individually a "Party" and collectively they are the "Parties." Capitalized terms used and not otherwise defined have the meanings ascribed to them in paragraph 6 of this Agreement.

February 26, 2018 [NAME] Re: Executive Severance Compensation Program Dear [NAME]:
Qep Resources, Inc. • February 28th, 2018 • Crude petroleum & natural gas • Colorado

This "Participation Letter" confirms the agreement between you (the "Participant") and QEP Resources, Inc. (the "Company") regarding certain severance payments and benefits that will be paid to you in the event your employment with the Company is terminated in accordance with the provisions of this Participation Letter.

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