[Form
of Award Agreement – Change of Control Based Vesting]


 





ECO-STIM
ENERGY SOLUTIONS, INC.


2015
STOCK INCENTIVE PLAN


 


PHANTOM
STOCK AWARD GRANT NOTICE


 


Pursuant
to the terms and conditions of the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan, as amended from time to time (the
“Plan”), Eco-Stim Energy Solutions, Inc. (the “Company”) hereby grants to
the individual listed below (“you” or the “Participant”) the number of shares
of phantom stock (the “Phantom Shares”) set forth below. This award of Phantom Shares (this “Award”)
is subject to the terms and conditions set forth in this Phantom Stock Award Grant Notice (this “Grant Notice”)
and in the Phantom Stock Award Agreement attached hereto as Exhibit A (the “Agreement”) and the
Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.


 


	Participant:	 	[●]
	 	 	 
	Date
    of Grant:	 	[●],
    2018
	 	 	 
	Total
    Number of Phantom Shares:	 	[●]
	 	 	 
	Vesting
                                         Schedule:

         

         
	 	Subject
                                         to the Agreement, the Plan and the other terms and conditions set forth herein, all of
                                         the Phantom Shares shall vest on the date that a Change of Control occurs so long as
                                         you remain continuously employed by the Company or its Affiliates, as applicable, from
                                         the Date of Grant through the date of such Change of Control; provided, however, that
                                         (i) such Change of Control occurs on or before the first anniversary of the Date of Grant
                                         and (ii) the amount of aggregate consideration paid to the common stockholders of the
                                         Company pursuant to such Change of Control is equal to or greater than $[●][●]
                                         per share of Common Stock. For the avoidance of doubt, (x) if a Change of Control occurs
                                         after the first anniversary of the Date of Grant or (y) if a Change of Control occurs
                                         on or before the first anniversary of the Date of Grant but the aggregate consideration
                                         paid to the common stockholders of the Company pursuant to such Change of Control is
                                         less than $[●][●] per share of Common Stock, all Phantom Shares (and all
                                         rights arising from such Phantom Shares and from being a holder thereof) will terminate
                                         automatically without any further action by the Company and will be forfeited without
                                         further notice and at no cost to the Company.

                                                          

        Notwithstanding
        the schedule set forth above, the Phantom Shares granted hereunder shall also be eligible to become vested as set forth
        in Section 3(b) of the Agreement.



 






    	 	 	 



    	 



    




 


By
your signature below, you represent, warrant and covenant to the Company that:


 


(a)
You have received the Agreement and the Plan, read the terms of the Agreement and the Plan and have been given the opportunity
to consult with counsel, ask questions of or request additional information from the Company.


 


(b)
You agree to be bound by the terms and conditions of the Plan and the Agreement (including this Grant Notice).


 


(c)
You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions
or determinations that arise under the Agreement (including this Grant Notice) or the Plan.


 


This
Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts),
each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.


 


[Signature
Page Follows]


 




    	2



    	 	 	 



    




 


IN
WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the
Participant has executed this Grant Notice, effective for all purposes as provided above.


 


	 	COMPANY
	 	 
	 	Eco-Stim
    Energy Solutions, Inc.
	 	 
	 	By:	          
	 	Name:
    	 
	 	Its:	 
	 	 	 
	 	PARTICIPANT
	 	 
	 	 	 
	 	Name:	 
	 	Address:
    	 





 


SIGNATURE PAGE


TO PHANTOM STOCK AWARD GRANT NOTICE


 







    	 



    	 	 	 



    




 


EXHIBIT
A


 


PHANTOM
STOCK AWARD AGREEMENT


 


This
Phantom Stock Award Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”)
is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Eco-Stim Energy
Solutions, Inc., a Nevada corporation (the “Company”), and [●] (the “Participant”).
Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.


 


1.
Award. In consideration of the Participant’s past and/or continued employment with, or service to, the Company
or its Affiliates and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
effective as of the Date of Grant set forth in the Grant Notice (the “Date of Grant”), the Company hereby
grants to the Participant the number of Phantom Shares set forth in the Grant Notice on the terms and conditions set forth in
the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event
of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control; provided, however, that this Agreement
may impose greater restrictions or grant lesser rights than the Plan. To the extent vested, each Phantom Share represents the
right to receive one share of Common Stock, subject to the terms and conditions set forth in the Grant Notice, this Agreement
and the Plan. Unless and until the Phantom Shares have become vested in the manner set forth in the Grant Notice, the Participant
will have no right to receive any Common Stock or other payments in respect of the Phantom Shares. Prior to settlement of this
Award, the Phantom Shares and this Award represent an unsecured obligation of the Company, payable only from the general assets
of the Company.


 


2.
Definitions


 


(a)
“Cause” shall mean:


 


(i)
the Participant’s failure without proper legal reason to perform his or her duties and responsibilities to the Company or
any Affiliate faithfully and to the best of his or her abilities;


 


(ii)
the Participant engages in gross negligence, gross incompetence or willful misconduct in the performance of his or her duties
with respect to the Company or any Affiliate


 


(iii)
any act by the Participant involving fraud, misrepresentation, theft, embezzlement, or dishonesty on a material matter in connection
with the Participant’s employment with, or performance of the his or her duties for, the Company or any Affiliate;


 


(iv)
conviction of the Participant, or a plea by the Participant of guilty or nolo contendere to, an offense that is a (A) felony
(or a crime of similar import in a foreign jurisdiction) or (B) crime involving fraud, dishonesty or moral turpitude;


 




    	Exhibit A-1



    	 	 	 



    

 


(v)
material breach by the Participant, of the Participant’s written employment agreement with the Company or any of its Affiliates,
or corporate policy, or code of conduct established by the Company or any of its Affiliates; or


 


(vi)
the Participant breaches Section 7 of this Agreement.


 


(b)
“Change of Control” shall mean the approval by the Board of, and subsequent occurrence of, any of the
following events:


 


(i)
a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of
the assets of the Company to another entity if, in any such case, the holders of equity securities of the Company immediately
prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the
resulting entity entitled to 50% or more of the votes then eligible to be cast in the election of directors generally (or comparable
governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of the Company
immediately prior to such transaction or event;


 


(ii)
the dissolution or liquidation of the Company; or


 


(iii)
the acquisition by any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act,
of ownership or control (including, without limitation, power to vote) of more than 50% of the combined voting power of the outstanding
securities of the Company.


 


For
purposes of the preceding sentence, (1) “resulting entity” in the context of a transaction or event that is a merger,
consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an
asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and
the holders of Common Stock of the Company receive capital stock of such other entity in such transaction or event, in which event
the resulting entity shall be such other entity, and (2) subsequent to the consummation of a merger or consolidation that does
not constitute a Change of Control, the term “Company” shall refer to the resulting entity and the term “Board”
shall refer to the board of directors (or comparable governing body) of the resulting entity.


 


(c)
“Disability” shall mean the inability of the Participant to perform the essential duties and services
of the Participant’s position (after accounting for reasonable accommodation, if applicable) by reason of any physical or
mental impairment or other impairment that can be reasonably expected to result in death or to last for a continuous period of
not less than three (3) months. The Participant shall be considered to have a Disability if (i) the Participant is determined
to be totally disabled by the Social Security Administration or (ii) the Participant is determined to be disabled under the Company’s
long-term disability plan in which the Participant participates so long as such plan defines “disability” in a manner
that is consistent with the immediately preceding sentence.


 


(d)
“Good Reason” shall mean the occurrence of any of the following without the Participant’s express
written consent:


 




    	A-2



    	 	 	 



    




 


(i)
A material diminution in the Participant’s annualized base salary;


 


(ii)
A change in the location where the Participant is expected or required to perform the majority of the Participant’s job
duties at the time the Participant executes this Agreement (“Base Location”) to a location that is more
than twenty (20) miles from the Base Location, except for travel reasonably required of the Participant on the Company’s
business;


 


(iii)
A substantial and adverse diminution in the Participant’s duties, authority, responsibility and position with the Company;
or


 


(iv)
Any breach by the Company of any material provision of the Participant’s written employment agreement.


 


The
Participant’s resignation for Good Reason shall be effective only if all of the following conditions are satisfied: (1)
the Participant provides written notice to the Company of the fact, event, condition or circumstance set forth in clause (i),
(ii), (iii) or (iv) above within thirty (30) days following the initial existence of such fact, event, condition or circumstance,
(2) the fact, event, condition or circumstance specified in such notice must remain uncorrected for thirty (30) days following
the Company’s receipt of such written notice and (3) the date of the Participant’s termination of employment must
occur within sixty (60) days following the Company’s receipt of such notice. If the Company timely cures the fact, event,
condition or circumstance giving rise to Good Reason for the Participant’s resignation, the notice of resignation for Good
Reason shall become null and void.


 


(e)
“Involuntary Termination” shall mean any termination of the Participant’s employment with the
Company (i) by the Participant for Good Reason, or (ii) by the Company without Cause. For the avoidance of doubt, the term “Involuntary
Termination” shall not include a termination of the Participant’s employment by the Company for Cause or as a result
of the Participant’s death or Disability.


 


3.
Vesting of Phantom Shares.


 


(a)
Except as otherwise set forth in Section 3(b), the Phantom Shares shall vest in accordance with the vesting schedule set
forth in the Grant Notice. In the event of the termination of the Participant’s employment prior to the vesting of all of
the Phantom Shares (but after giving effect to any accelerated vesting pursuant to this Section 3), any unvested Phantom
Shares (and all rights arising from such Phantom Shares and from being a holder thereof) will terminate automatically without
any further action by the Company and will be forfeited without further notice and at no cost to the Company.


 


(b)
Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary and subject to the Participant’s
execution of a wavier and release of claims of the Company, its affiliates and related persons within the time frame provided
by the Company and in the form provided by the Company:


 


(i)
if the Participant’s employment or other service relationship with the Company or its Affiliates is terminated by reason
of the Participant’s death or Disability, the Participant shall vest as to 100% of the Phantom Shares if, and only if, a
Change of Control occurs following such termination and such Change of Control satisfies the vesting criteria provided in the
Grant Notice (other than any criteria specified with respect to continued employment), with the vesting of such Phantom Shares
to occur as of the date of consummation of such Change of Control; and


 




    	A-3



    	 	 	 



    




 


(ii)
if the Participant’s employment or other service relationship with the Company or its Affiliates is terminated by reason
of the Participant’s Involuntary Termination, the Participant shall vest as to 100% of the Phantom Shares if, and only if,
a Change of Control occurs within 45 days of the date of the Participant’s Involuntary Termination and such Change of Control
satisfies the vesting criteria provided in the Grant Notice (other than any criteria specified with respect to continued employment),
with the vesting of such Phantom Shares to occur as of the date of consummation of such Change of Control.


 


4.
Settlement of Phantom Shares. As soon as administratively practicable following the vesting of Phantom Shares pursuant
to Section 3, but in no event later than 30 days after such vesting date, the Company shall deliver to the Participant
a number of shares of Common Stock equal to the number of Phantom Shares subject to this Award. All shares of Common Stock issued
hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such
shares in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Common Stock shall not
bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance
with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.


 


5.
Dividend Equivalents. Each Phantom Share subject to this Award is hereby granted in tandem with a corresponding
dividend equivalent (“DER”), which DER shall remain outstanding from the Date of Grant until the earlier
of the settlement or forfeiture of the Phantom Share to which the DER corresponds. Each vested DER entitles the Participant to
receive payments, subject to and in accordance with this Agreement, in an amount equal to any dividends paid by the Company in
respect of the share of Common Stock underlying the Phantom Share to which such DER relates. The Company shall establish, with
respect to each Phantom Share, a separate DER bookkeeping account for such Phantom Share (a “DER Account”),
which shall be credited (without interest) on the applicable dividend payment dates with an amount equal to any dividends paid
during the period that such Phantom Share remains outstanding with respect to the share of Common Stock underlying the Phantom
Share to which such DER relates. Upon the vesting of a Phantom Share, the DER (and the DER Account) with respect to such vested
Phantom Share shall also become vested. Similarly, upon the forfeiture of a Phantom Share, the DER (and the DER Account) with
respect to such forfeited Phantom Share shall also be forfeited. DERs shall not entitled the Participant to any payments relating
to dividends paid after the earlier to occur of the applicable Phantom Share settlement date or the forfeiture of the Phantom
Share underlying such DER. Payments with respect to vested DERs shall be made as soon as practicable, and within 60 days, after
the date that such DER vests.


 




    	A-4



    	 	 	 



    




 


6.
Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income
or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory
to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to
this Award, which arrangements include the delivery of cash or cash equivalents, Common Stock (including previously owned Common
Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the shares of Common Stock otherwise
issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate.
If such tax obligations are satisfied through net settlement or the surrender of previously owned Common Stock, the maximum number
of shares of Common Stock that may be so withheld (or surrendered) shall be the number of shares of Common Stock that have an
aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined
based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may
be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee.
The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award
or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor.
The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its
Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without
limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax
advice or an assessment of such tax consequences.


 


7.
FCPA. The Participant shall perform all duties as an employee, consultant, or other service provider on behalf of
the Company in strict compliance with the laws of the State of Texas and the United States of America in effect from time to time,
including without limitation, the Foreign Corrupt Practices Act of 1977 and amendments thereto (“FCPA”)
and the export control and anti-boycott laws and regulations of the United States in effect from time to time while this Agreement
is in effect. The Participant acknowledges having received and reviewed a copy of the Company’s FCPA compliance policy and
PowerPoint presentation concerning the terms and provisions of the FCPA in effect as of the date of this Agreement and the purposes
of the FCPA. The Participant acknowledges that the FCPA in general makes it a crime under United States law for a U.S. firm such
as the Company knowingly to make payments to a foreign governmental official, or political party or candidate, directly or indirectly,
in order to receive or retain business. Accordingly, the Participant shall not make on behalf of the Company any payments, loans
or gifts or promises or offers of payments, loans or gifts of any money or anything of value, directly or indirectly,


 


(a)
to or for the use or benefit of any official or employee of any United States or foreign government or the agency or instrumentalities
of any such government,


 


(b)
to any political party or official or candidate thereof,


 


(c)
to any other person if the Participant knows or has reason to suspect that any part of such payment, loan or gift will be directly
or indirectly given or paid to any such governmental official or political party or candidate or official thereof, or


 


(d)
to any other person or entity, the payment of which would violate either the laws or policies of United States any foreign country.


 




    	A-5



    	 	 	 



    




 


The
Participant represents and warrants that on the date of this Agreement neither the Participant nor any family member living in
the Participant’s household is an official or employee of (i) any foreign government or an international organization covered
by the FCPA or similar laws, or any department, agency, or instrumentality thereof, (ii) a political party in any foreign country
or an official thereof, (iii) a candidate for political office in any foreign country, or (iv) a person acting in an official
capacity for or on behalf of any foreign government or any international organization covered by the FCPA or similar laws, or
any department, agency, or instrumentality thereof.


 


8.
Non-Transferability. During the lifetime of the Participant, the Phantom Shares may not be sold, pledged, assigned
or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Common
Stock underlying the Phantom Shares have been issued, and all restrictions applicable to such shares have lapsed. Neither the
Phantom Shares nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or
his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.


 


9.
Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of
shares of Common Stock hereunder will be subject to compliance with all applicable requirements of applicable law with respect
to such securities and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed.
No shares of Common Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation
or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, shares
of Common Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended,
is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the
Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale
of any shares of Common Stock hereunder will relieve the Company of any liability in respect of the failure to issue such shares
as to which such requisite authority has not been obtained. As a condition to any issuance of Common Stock hereunder, the Company
may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable
law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.


 


10.
Legends. If a stock certificate is issued with respect to shares of Common Stock issued hereunder, such certificate
shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement
and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the
Securities and Exchange Commission, any applicable laws or the requirements of any stock exchange on which the Common Stock is
then listed. If the shares of Common Stock issued hereunder are held in book-entry form, then such entry will reflect that the
shares are subject to the restrictions set forth in this Agreement.


 




    	A-6



    	 	 	 



    




 


11.
Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any
shares of Common Stock that may become deliverable hereunder unless and until the Participant has become the holder of record
of such shares of Common Stock, except as otherwise specifically provided for in the Plan or this Agreement.


 


12.
Execution of Receipts and Releases. Any issuance or transfer of shares of Common Stock or other property to the
Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall
be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company
may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not
revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided,
however, that any review period under such release will not modify the date of settlement with respect to vested Phantom Shares.


 


13.
No Right to Continued Employment, Service or Awards. Nothing in the adoption of the Plan, nor the award of the Phantom
Shares thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment
by, or a continued service relationship with, the Company or any of its Affiliate, or any other entity, or affect in any way the
right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at
any time. The grant of the Phantom Shares is a one-time benefit and does not create any contractual or other right to receive
a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the
Company.


 


14.
Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall
be mailed or delivered to the Participant at the address for the Participant indicated on the signature page to this Agreement
(as such address may be updated by the Participant providing written notice to such effect to the Company). Any notice that is
delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given
to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant.
Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the
party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so
placed in the mail.


 


15.
Consent to Electronic Delivery; Electronic
Signature. In lieu of receiving documents in paper format,
the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company
may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications
and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this
and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference
to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures
the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents
that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the
same force and effect as, his or her manual signature.


 




    	A-7



    	 	 	 



    




 


16.
Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by
the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable
statute or regulation.


 


17.
Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject
matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect
to the Phantom Shares granted hereby; provided ̧ however, that the terms of this Agreement shall not modify and shall be
subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate
or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting
the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties
hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in
its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however,
that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the
Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.


 


18.
Severability; Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid
or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of
any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of
any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach
or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the
party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.


 


19.
Clawback. Notwithstanding any provision
in the Grant Notice, this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without
limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange
Commission rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by
the Board from time to time, all shares of Common Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment
and/or cancellation to the extent necessary to comply with such law(s) and/or policy.


 


20.
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of TEXAS applicable to contracts made and to be performed therein, exclusive of the conflict of laws
provisions of TEXAS LAW.


 


21.
Successors and Assigns. The Company
may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon
and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein
and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators
and the person(s) to whom the Phantom Shares may be transferred by will or the laws of descent or distribution.


 




    	A-8



    	 	 	 



    




 


22.
Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement.


 


23.
Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile
or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart
of the Grant Notice.


 


24.
Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Phantom Shares granted pursuant
to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code, as amended from time
to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto
(the “Nonqualified Deferred Compensation Rules”), and shall be construed and interpreted in accordance
with such intent. Nevertheless, to the extent that the Committee determines that the Phantom Shares may not be exempt from the
Nonqualified Deferred Compensation Rules, then, if the Participant is deemed to be a “specified employee” within the
meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes
eligible for settlement of the Phantom Shares upon the Participant’s “separation from service” within the meaning
of the Nonqualified Deferred Compensation Rules, then to the extent necessary to prevent any accelerated or additional tax under
the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: (a) the date that is six months
following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing,
the Company and its Affiliates make no representations that the Phantom Shares provided under this Agreement are exempt from or
compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all
or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance
with the Nonqualified Deferred Compensation Rules.


 




    	A-9