Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine, including adjustments to account for unanticipated events or occurrences at the time a Performance Goal was established or other unusual or nonrecurring events.

The formula incentive award is a calculation of an award based on the actual performance achieved by the overall Company, and each of its applicable Business Areas or Commercial Areas, as well as the budgeted individual performance percentage to be applied across the Company as a whole.

At the end of the fiscal year, the overall Company and each Business Area or Commercial Area’s actual performance for each financial component of the formula portion of the bonus awards will be calculated (based on the Company’s and each Business Area or Commercial Area’s performance as of year-end) and approved by the Chief Financial Officer, ("CFO"). The net revenue and operating margin for the Business Area or Commercial Area metrics must individually achieve a minimum performance of 80% against target to qualify for that component payout. If one net revenue metric achieves 80% or higher, and the corresponding operating margin metric does not, the component payout will be 0%. An acceleration/deceleration scale will then be applied to each individual metric as follows to develop the payout for each metric.

For any participant eligible to receive benefits under this Plan, the value of such benefit is an amount that is determined by notionally crediting on a monthly basis the amount of employer contributions that cannot be made to the Savings Plan for that person as a result of application to that person of Code sections 415 and 401(a)(17). This amount is enhanced in each instance by 120 percent of the long-term Applicable Federal Rate, compounded monthly, as of the last month of each calendar quarter as published by the Internal Revenue Service.

Conversion Formula. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to [Section 3(a)] (the “Conversion Shares”) shall be determined by dividing such Conversion Amount by the Conversion Price. For purposes hereof, “Conversion Price” means ​, which was the market closing price of the Common Stock on ​ on the Nasdaq Capital Market.

Payout Formula. Except as set forth in [Section 5], the actual number of Shares earned will be determined by the Committee pursuant to a formula established by the Committee to measure the Company’s performance during the Performance Period (the “Payout Formula”). The determination of the actual number of Shares earned, which shall not exceed the Maximum Payout, shall occur as soon as practicable after completion of the Performance Period, but in any event not later than November 30 of the calendar year in which the Performance Period ends (the date the Committee so determines, the “Determination Date”). A description of the Payout Formula and the percentage of Shares to be earned, if any, for the various levels of performance will be communicated to the ​. All decisions of the Committee regarding the application of the Payout Formula and the number of Shares earned shall be final and binding on the ​. Except as set forth in [Section 5], the Award shall be cancelled and the ​ shall have no rights hereunder if any of the following occur: # the Determination Date does not occur, or # the Committee determines on the Determination Date that no Shares have been earned.

Base Severance The Company shall pay a minimum of two (2) weeks of Pay in severance benefits under this Plan if an eligible Employee’s employment is terminated under circumstances described in [Section III] (“Minimum Severance Benefit”).

The Company calculates, based on the Company’s performance through the end of the year, the performance at the corporate level, and for each Business Area or Commercial Area at the Business Area or Commercial Area level, against the applicable performance targets. The Company also calculates, based on the Company’s and its Business Area or Commercial Area’s performance, the targeted total pool to be used for the year for rewarding individual performances across the Company as a whole. Those pools as established (composed of the pools for the Company’s performance, the performance of each of the Company’s

Adjustment. Pursuant to [Section 9] of the Plan and the Guidelines, the Committee will (in the case of a Covered Employee) and may (with respect to other Participants) adjust the Performance Targets for the relevant Performance Period to exclude the impact of charges for restructurings, discontinued operations, extraordinary items, all non-cash charges resulting from any write-down of oil and gas properties and all other non-cash components of Accumulated Other Comprehensive Income (AOCI), other unusual or non-recurring items, and the cumulative effect of accounting changes, each as defined by generally accepted accounting principles and as identified in Southwestern’s audited financial statements, including the notes thereto.

Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation) that causes the per share value of the Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities subject to the Award shall be equitably adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. The decision of the Committee regarding any such adjustment and the Fair Market Value of any fractional security shall be final, binding and conclusive.