0001108827-19-000052 Sample Contracts

QEP RESOURCES, INC. DEFERRED SHARE AWARD AGREEMENT
Deferred Share Award Agreement • August 7th, 2019 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware

THIS DEFERRED SHARE AWARD AGREEMENT (the “Agreement”) is made as of _______________________ (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and ________________ (“Grantee”). Terms not defined herein shall have the meanings ascribed to them in the QEP Resources, Inc. 2018 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”).

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QEP RESOURCES, INC. Denver, CO 80265
Agreement • August 7th, 2019 • Qep Resources, Inc. • Crude petroleum & natural gas • New York

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.

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