Performance Cash Grant. The Company hereby grants Holder the right to earn and vest in up to a maximum of ​ (the “Performance Cash”). On the Delivery Date, the Performance Cash entitles the Holder to receive a lump sum payment of cash equal to the amount of Earned Performance Cash up to and including the Maximum Performance Cash.

The Executive is awarded the target number of Performance Cash units specified in the Acceptance Certificate (the “Target Performance Cash”). The Executive will be entitled to a cash payment of US ​ for each vested Performance Cash unit.

Earned Performance Cash. The amount of Earned Performance Cash shall be equal to the product of # the Maximum Performance Cash multiplied by # the Performance Percentage, as such number shall be reduced by the Company to satisfy all minimum applicable federal, state, and local income tax withholding requirements and employment tax withholding requirements. The Performance Percentage shall be determined by the Committee and the Holder will be advised as soon as administratively practicable following the end of the Performance Period (but in no case later than 90 days after the end of the Performance Period), and the Committee shall certify whether and to the extent that the Performance Percentage has been achieved, subject to the Change of Control provisions of Section 6(b) below.

Cash Performance Award. Subject to your continuous employment with ​ through ​ (or earlier in certain instances as provided for in [Schedule D] to this Agreement), and during the periods specified herein, if the ​ achieves at least the threshold level of cumulative adjusted operating income (“COI”) for the relevant performance period as provided for in [Schedule D] to this Agreement, you shall be eligible to receive a lump sum cash payment (the “Cash Performance Award”). The amount of the Cash Performance Award to be awarded to you and the timing of such award shall be determined pursuant to the schedule set forth on [Schedule D] to this Agreement, a copy of which is attached hereto and incorporated herein by reference.

Grant of Cash Awards. Subject to the terms and provisions of the Plan, the Administrator may, at any time, grant Cash Awards to Service Providers in respect of such amounts or units as the Administrator, in its sole discretion, determines.

Cash Flow Performance Payout. The Cash Flow Performance Payout shall be determined in accordance with the following performance schedule:

​ Maximum Performance Cash Date of Grant: January 3, 2017

Performance Cash as Contractual Right. Performance Cash represents a contractual right to receive a specified amount of cash, subject to the terms and conditions of this Award; provided that, based on the EBITDAX Measure as detailed below, the amount of Performance Cash that becomes Earned Performance Cash may range from 0% to 100% of the amount of Maximum Performance Cash, and Holder’s right to receive an amount of Performance Cash is generally contingent.

Grant of Performance Units and Performance Shares. Subject to the terms of the Plan, Performance Units or Performance Shares may be granted to any Eligible Director in such amounts and upon such terms, and at any time and from time to time, as the Board shall determine. Each grant of Performance Units or Performance Shares shall be evidenced by an Award Agreement which shall specify the terms and conditions applicable to the Performance Units or Performance Shares, as the Board determines.

Cash Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: