0001587732-14-000005 Sample Contracts

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • February 25th, 2014 • ONE Gas, Inc. • Natural gas distribution

This Performance Unit Award Agreement (the “Agreement”) is entered into as of the [____] day of February, 2014, by and between ONE Gas, Inc. (the “Company”) and «Officer_Name» (the “Grantee”), an employee of the Company or Subsidiary thereof, pursuant to the terms of the ONE Gas, Inc. Equity Compensation Plan (the “Plan”).

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AGREEMENT
Restricted Unit Award Agreement • February 25th, 2014 • ONE Gas, Inc. • Natural gas distribution

In connection with the separation (the “Separation”) of the local natural gas distribution of ONEOK, Inc. (“ONEOK”) into a separate, publicly traded entity known as ONE Gas, Inc. (the “Company”), the Board of Directors of ONEOK and the Board of Directors of the Company approved the cancellation of certain share-based awards by ONEOK and the issuance of corresponding share-based awards by the Company. The replacement awards are intended to preserve the value of the ONEOK awards immediately prior to the Separation. This Restricted Stock Unit Award Agreement (the “Agreement”) is entered into as of the [____] day of February, 2014, by and between the Company and «Officer_Name» (the “Grantee”), an employee of the Company or a Subsidiary thereof, pursuant to the terms of the ONE Gas, Inc. Equity Compensation Plan (the “Plan”).

RESTRICTED UNIT AWARD
Restricted Stock Unit Award Agreement • February 25th, 2014 • ONE Gas, Inc. • Natural gas distribution

This Restricted Stock Unit Award Agreement (the “Agreement”) is entered into as of the [____] day of February, 2014, by and between ONE Gas, Inc. (the “Company”) and «Officer_Name» (the “Grantee”), an employee of the Company or a Subsidiary thereof, pursuant to the terms of the ONE Gas, Inc. Equity Compensation Plan (the “Plan”).

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