0001564590-15-001734 Sample Contracts

FORM OF NONSTATUTORY STOCK OPTION AGREEMENT FOR EMPLOYEE VAALCO ENERGY, INC. Optionee:
Nonstatutory Stock Option Agreement • March 16th, 2015 • Vaalco Energy Inc /De/ • Crude petroleum & natural gas • Texas
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ADDENDUM n° 2- (English version.)
Vaalco Energy Inc /De/ • March 16th, 2015 • Crude petroleum & natural gas

VAALCO-Gabon, Inc., a company incorporated under the laws of the state of Delaware, United states of America, with main office in Houston, Texas, United States Of America, at 4600 Post Oak Place, Suite 309, and represented by Russell SCHEIRMAN duly authorized to this effect;

PRODUCTION SHARING AGREEMENT BETWEEN SOCIEDADE NACIONAL DE COMBUSTÍVEIS DE ANGOLA - EMPRESA PÚBLICA (SONANGOL, E.P.) AND VAALCO ANGOLA (KWANZA), INC. SONANGOL PESQUISA E PRODUÇÃO, SA INTEROIL EXPLORATION AND PRODUCTION ASA in the Area of Block 5/06
Sharing Agreement • March 16th, 2015 • Vaalco Energy Inc /De/ • Crude petroleum & natural gas

Sociedade Nacional de Combustíveis de Angola ‑ Empresa Pública (Sonangol, E.P.), hereinafter referred to as "Sonangol", a company with headquarters in Luanda, Republic of Angola, created in accordance with Decree No. 52/76, of 9 June 1976;

RIDER No. 1 TO THE CONTRACT FOR EXPLORATION AND PRODUCTION SHARING ETAME No. G4-160.
Vaalco Energy Inc /De/ • March 16th, 2015 • Crude petroleum & natural gas

VAALCO GABON (ETAME), INC., a company constituted under the current law in the State of Delaware, United States of America, headquartered in Houston, Texas, 77027, United States of America, 4600 Post Oak Place, Suite 309, represented by Virgil WALSTON, with all powers for this instrument,

VAALCO ENERGY, INC. FORM OF NONSTATUTORY STOCK OPTION AGREEMENT Optionee:
Nonstatutory Stock Option Agreement • March 16th, 2015 • Vaalco Energy Inc /De/ • Crude petroleum & natural gas • Texas
FORM OF AWARD AGREEMENT UNDER THE VAALCO ENERGY, INC.
Award Agreement • March 16th, 2015 • Vaalco Energy Inc /De/ • Crude petroleum & natural gas

THIS AWARD AGREEMENT (the “Agreement”) is entered into this ___________ day of _____________ (the “Grant Date”), between VAALCO Energy, Inc., a Delaware corporation (the “Company”) and ___________________________ (“Grantee”), pursuant to the provisions of the VAALCO Energy, Inc. 2003 Stock Incentive Plan (the “Plan”). The Plan Administrator of the Company has determined that Grantee is eligible to participate as a Grantee under the Plan, and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the option set forth below to Grantee.

VAALCO ENERGY, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 16th, 2015 • Vaalco Energy Inc /De/ • Crude petroleum & natural gas • Texas

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into by and between VAALCO Energy, Inc., a Delaware corporation (the “Company”) and ____________________________, an individual and employee of the Company (“Grantee”), on the ____ day of _____, 20__ (the “Grant Date”), subject to the VAALCO Energy, Inc. 2014 Long Term Incentive Plan (the “Plan”). This Agreement is subject to the terms and conditions of the Plan, which is incorporated herein in its entirety by reference. A copy of the Plan has been made available to Grantee. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.

FORM OF AWARD AGREEMENT UNDER THE VAALCO ENERGY, INC.
Award Agreement • March 16th, 2015 • Vaalco Energy Inc /De/ • Crude petroleum & natural gas

THIS AWARD AGREEMENT (the “Agreement”) is entered into this day of , 20 between VAALCO Energy, Inc., a Delaware corporation (the “Company”) and (“Optionee”), pursuant to the provisions of the VAALCO Energy, Inc. 2001 Stock Incentive Plan (the “Plan”). The Plan Administrator of the Company has determined that Optionee is eligible to participate as an Optionee under the Plan, and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the option set forth below to Optionee.

ADDENDUM N°3 TO THE “ETAME N°G4-160” EXPLORATION AND PRODUCTION SHARING CONTRACT
Vaalco Energy Inc /De/ • March 16th, 2015 • Crude petroleum & natural gas

THE GABONESE STATE, represented by Mister Julien NKOGHE BEKALE, Minister of the state, Minister for Mines, Oil, and Hydrocarbons,

AMENDMENT No. 4 TO THE EXPLORATION AND PRODUCTION SHARING CONTRACT
Vaalco Energy Inc /De/ • March 16th, 2015 • Crude petroleum & natural gas

The Gabonese Government and Vaalco Gabon (Etame), Inc. are designated below collectively as the “Parties” and individually as the “Party.”

VAALCO ENERGY, INC. FORM OF STOCK AWARD AGREEMENT
Form of Stock Award Agreement • March 16th, 2015 • Vaalco Energy Inc /De/ • Crude petroleum & natural gas • Texas

THIS STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into by and between VAALCO Energy, Inc., a Delaware corporation (the “Company”) and ________________, an individual and independent director of the Company (“Grantee”), on the ___ day of ______, 20__ (the “Grant Date”), subject to the VAALCO Energy, Inc. 2014 Long Term Incentive Plan (the “Plan”). This Agreement is subject to the terms and conditions of the Plan, which is incorporated herein in its entirety by reference. For all purposes of the Plan, the stock award evidenced by this Agreement is an “Other Stock-Based Award” under the Plan and not a Restricted Stock Award. A copy of the Plan has been made available to Grantee. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.

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