Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Employment
Agreement (“Agreement”) is executed and agreed to as of June 5, 2017 by and between Rosehill Operating
Company, LLC, a Delaware limited liability company (the “Company”), and Craig Owen (“Employee”).


 


1.            Employment.
During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee shall serve, as
Chief Financial Officer of the Company and in such other position or positions as may be assigned from time to time, with Employee’s
consent, by the Company.


 


		2.	Duties and Responsibilities of Employee.



 


(a)          During
the Employment Period, Employee shall devote Employee’s full business time, attention and best efforts to the business of the Parent
(as defined below) and its direct and indirect subsidiaries, including the Company (collectively, the “Company Group”)
as may be requested by the Company from time to time. Employee’s duties shall include those normally incidental to the position(s)
identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company from time to time,
which duties may include providing services to other members of the Company Group in addition to the Company. Employee may, without
violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not require
any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic
activities; or (iii) with the prior written consent of the board of directors (the “Board”) of Rosehill Resources
Inc., a Delaware corporation and parent of the Company (the “Parent”), engage in other personal and passive
investment activities, in each case, so long as such interests or activities do not interfere with Employee’s ability to fulfill
Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company
Group or competitive with the business of the Company Group.


 


(b)          Employee
hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation,
restrictive covenant, non-disclosure agreement, or any other agreement, obligation, restriction or understanding that would prohibit
Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in
any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned
to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing
any confidential information belonging to any prior employer (excluding any member of the Company Group) in the course of performing
services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials
containing confidential information of any such prior employer to the premises or property (including computers and computer systems)
of any member of the Company Group.


 


(c)          Employee
owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary
duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware),
and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member
of the Company Group under statutory and common law.


 




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		3.	Compensation.



 


(a)          Base
Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of $480,000 (the “Base
Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments
in conformity with the Company’s customary payroll practices for similarly situated employees as may exist from time to time, but
no less frequently than monthly.


 


(b)          Annual
Bonus. Employee shall be eligible for discretionary bonus compensation for each complete calendar year that Employee is employed
by the Company hereunder (the “Annual Bonus”). The performance targets that must be achieved in order to
be eligible for certain bonus levels shall be established by the Board (or a committee thereof) annually, in its sole discretion,
and communicated to Employee within the first ninety (90) days of the applicable calendar year (the “Bonus Year”).
Notwithstanding the foregoing, Employee shall be eligible to receive a discretionary, pro rata bonus for the portion of
the 2017 calendar year that Employee is employed by the Company hereunder (the “2017 Bonus”). Each Annual
Bonus (including the 2017 Bonus), if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof)
certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than
March 15 following the end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual
Bonus (including the 2017 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains
continuously employed by the Company from the Effective Date (as defined below) through the last day of the applicable Bonus Year,
except that, in the event that Employee’s employment terminates pursuant to Section 7(b), 7(c) or 7(d) or upon the
expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by
the Company pursuant to Section 4, Employee shall be eligible to receive a pro rata bonus for the calendar year in
which such termination occurs, payable on the date annual bonuses are paid to similarly situated employees who have continued employment
with the Company; provided that Employee executes on or before the Release Expiration Date (as defined below), and does
not revoke within the time provided by the Company to do so, a Release (as defined below).


 


(c)          Long-Term
Incentive Plan Awards. Employee shall be eligible to receive annual awards under the Rosehill Resources Inc. Long-Term Incentive
Plan (the “LTIP”) on such terms and conditions as the Board (or a committee thereof) shall determine from time
to time. All awards granted to Employee under the LTIP, if any, shall be subject to and governed by the terms and provisions of
the LTIP as in effect from time to time and the award agreements evidencing such awards. Nothing herein shall be construed to give
Employee any rights to any amount or type of grant or award except as provided in a written award agreement provided to Employee
and authorized by the Board (or a committee thereof).


 




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4.            Term
of Employment. The initial term of Employee’s employment under this Agreement shall be for the period beginning
on June 26, 2017 (the “Effective Date”) and ending on the second anniversary of the Effective Date (the
“Initial Term”). On the second anniversary of the Effective Date and on each subsequent anniversary
thereafter, the term of Employee’s employment under this Agreement shall automatically renew and extend for a period of
twelve (12) months (each such twelve-month period being a “Renewal Term”) unless written notice of non-renewal
is delivered by either party to the other not less than thirty (30) days prior to the expiration of the then-existing Initial
Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement, Employee’s employment pursuant
to this Agreement may be terminated at any time in accordance with Section 7. The period from the Effective Date through
the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this Agreement, regardless
of the time or reason for such termination, shall be referred to herein as the “Employment Period.”


 


5.            Business
Expenses. Subject to Section 22 and the Company’s policies then in effect, the Company shall reimburse Employee
for Employee’s reasonable out-of-pocket business-related expenses actually incurred in the performance of Employee’s duties under
this Agreement so long as Employee timely submits all documentation for such reimbursement, as required by Company policy in effect
from time to time. Any such reimbursement of expenses shall be made by the Company upon or as soon as practicable following receipt
of such documentation (but in any event not later than the close of Employee’s taxable year following the taxable year in which
the expense is incurred by Employee). In no event shall any reimbursement be made to Employee for such expenses incurred after
the date of Employee’s termination of employment with the Company.


 


		6.	Benefits; Vacation.



 


(a)            Benefits.
During the Employment Period, Employee shall be eligible to participate in the same benefit plans and programs in which other similarly
situated Company employees are eligible to participate, subject to the terms and conditions of the applicable plans and programs
in effect from time to time. The Company shall not, however, by reason of this Section 6, be obligated to institute, maintain,
or refrain from changing, amending, or discontinuing, any such plan or policy, so long as such changes are similarly applicable
to similarly situated Company employees generally.


 


(b)           Vacation.
Employee shall be eligible to take up to four (4) weeks paid vacation each complete calendar year (an aggregate of two (2)
weeks (which equals 10 days) of which may be carried forward to succeeding calendar years), which shall accrue and be taken, and
which may increase, in accordance with the Company’s vacation policy as in effect from time to time. For the avoidance of
doubt, Employee’s vacation shall be pro-rated for the calendar year that includes the Effective Date. Employee shall cease
accruing vacation as of any time that Employee has accrued five (5) weeks of unused vacation, and Employee shall resume accruing
vacation in accordance with this Section 6(b) only after Employee’s accrued, unused vacation is less than five (5) weeks.


 




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		7.	Termination of Employment.



 


(a)          Company’s
Right to Terminate Employee’s Employment for Cause. The Company shall have the right to terminate Employee’s employment hereunder
at any time for “Cause.” For purposes of this Agreement, “Cause” shall mean:


 


(i)          Employee’s
material breach of this Agreement or any other written agreement between Employee and one or more members of the Company Group,
including Employee’s breach of any material representation, warranty or covenant made under any such agreement, or Employee’s breach
of any policy or code of conduct established by a member of the Company Group and applicable to Employee;


 


(ii)         the
commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part
of Employee;


 


(iii)        the
commission by Employee of, or conviction or indictment of Employee for, or plea of nolo contendere by Employee to, any felony
(or state law equivalent) or any crime involving moral turpitude; or


 


(iv)        Employee’s
willful failure or refusal, other than due to Disability, to perform Employee’s obligations pursuant to this Agreement or to follow
any lawful directive from the Company, as determined by the Company; provided, however, that if Employee’s actions or omissions
as set forth in this Section 7(a)(iv) are of such a nature that the Company determines that they are curable by Employee,
such actions or omissions must remain uncured thirty (30) days after the Company has provided Employee written notice of the obligation
to cure such actions or omissions.


 


(b)         Company’s
Right to Terminate for Convenience. The Company shall have the right to terminate Employee’s employment for convenience at
any time and for any reason, or no reason at all, upon written notice to Employee.


 


(c)         Employee’s
Right to Terminate for Good Reason. Employee shall have the right to terminate Employee’s employment with the Company at any
time for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean:


 


(i)          a
material diminution in Employee’s Base Salary (other than an across-the-board reduction that affects similarly-situated employees
in substantially the same proportion as Employee) or authority, duties and responsibilities with the Company or its Subsidiaries;
provided, however, that if Employee is serving as an officer or member of the board of directors (or similar governing body)
of any member of the Company Group or any other entity in which a member of the Company Group holds an equity interest, in no event
shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reason;


 


(ii)          a
material breach by the Company of any of its covenants or obligations under this Agreement; or


 




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(iii)          the
relocation of the geographic location of Employee’s principal place of employment by more than seventy-five (75) miles from the
location of Employee’s principal place of employment as of the Effective Date.


 


Notwithstanding the foregoing
provisions of this Section 7(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a
termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described
in Section 7(c)(i), (ii) or (iii) giving rise to Employee’s termination of employment must have arisen without Employee’s
consent; (B) Employee must provide written notice to the Board of the existence of such condition(s) within thirty (30) days of
the initial existence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty (30)
days following the Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must
occur within sixty (60) days after the initial existence of the condition(s) specified in such notice.


 


(d)        Death
or Disability. Upon the death or Disability of Employee, Employee’s employment with Company shall terminate with no further
obligation under this Agreement of either party hereunder except as provided in Section 3(b). For purposes of this Agreement,
a “Disability” shall exist if Employee is unable to perform the essential functions of Employee’s position
(after accounting for reasonable accommodation, if applicable), due to an illness or physical or mental impairment or other incapacity
that continues, or can reasonably be expected to continue, for a period in excess of one hundred-twenty (120) consecutive days
or one hundred-eighty (180) days in any twelve (12)-month period, whether or not consecutive. The determination of whether Employee
has incurred a Disability shall be made in good faith by the Board.


 


(e)        Employee’s
Right to Terminate for Convenience.          In addition to Employee’s right
to terminate Employee’s employment for Good Reason, Employee shall have the right to terminate Employee’s employment with the Company
for convenience at any time and for any other reason, or no reason at all, upon thirty (30) days’ advance written notice to the
Company; provided, however, that if Employee has provided notice to the Company of Employee’s termination of employment,
the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the effective
date of termination provided in such notice (and, if such earlier date is so required, then it shall not change the basis for Employee’s
termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 7(b)).


 




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		(f)	Effect of Termination.



 


(i)          If
Employee’s employment hereunder is terminated by the Company without Cause pursuant to Section 7(b) (including upon
the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement
by the Company pursuant to Section 4), or is terminated by Employee for Good Reason pursuant to Section 7(c), then
so long as (and only if) Employee: (A) executes on or before the Release Expiration Date, and does not revoke within the time
provided by the Company to do so, a release of all claims in a form acceptable to the Company (the “Release”),
which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’
respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and
benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Employee’s
employment with the Company and any other member of the Company Group or the termination of such employment, but excluding all
claims to severance payments Employee may have under this Section 7; and (B) abides by the terms of each of Sections
9, 10 and 11, then the Company shall make a severance payment to Employee in a total amount equal to twelve (12) months’
worth of Employee’s Base Salary for the year in which such termination occurs (such total severance payments being referred
to as the “Severance Payment”). The Severance Payment will be paid in a single lump sum on the first business
day of the Company that is on or after the date that is sixty (60) days after the date on which Employee’s employment terminates
(the “Termination Date”).


 


(ii)          Notwithstanding
anything herein to the contrary, the Severance Payment (and any portion thereof) shall not be payable if (A) Employee’s employment
hereunder terminates upon the expiration of the then-existing Initial Term or Renewal Term, as applicable, as a result of a non-renewal
of this Agreement by Employee pursuant to Section 4, or (B) if Employee fails to assume employment with the Company as of
the Effective Date for any reason.


 


(iii)          If
the Release is not executed and returned to the Company on or before the Release Expiration Date, or the required revocation period
has not fully expired without revocation of the Release by Employee, then Employee shall not be entitled to any portion of the
Severance Payment. As used herein, the “Release Expiration Date” is that date that is twenty-one (21) days
following the date upon which the Company delivers the Release to Employee (which shall occur no later than seven (7) days after
the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other
employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended),
the date that is forty-five (45) days following such delivery date.


 


(g)        After-Acquired
Evidence.          Notwithstanding any provision of this Agreement to
the contrary, in the event that the Company determines that Employee is eligible to receive the Severance Payment pursuant to Section
7(f) but, after such determination, the Company subsequently acquires evidence or determines that: (i) Employee has
failed to abide by the terms of Sections 9, 10 or 11; or (ii) a Cause condition existed prior to the Termination Date
that, had the Company been fully aware of such condition, would have resulted in the termination of Employee’s employment
pursuant to Section 7(a), then the Company shall have the right to cease the payment of any portion of the Severance
Payment that has not been paid and Employee shall promptly return to the Company any portion of the Severance Payment
received by Employee prior to the date that the Company determines that the conditions of this Section 7(g) have been
satisfied.


 


8.          Disclosures.
Promptly (and in any event, within three business days) upon becoming aware of (a) any actual or potential Conflict of
Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled
by Employee, in each case, Employee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration
to the Board. A “Conflict of Interest” shall exist when Employee engages in, or plans to engage in,
any activities, associations, or interests that conflict with Employee’s duties, responsibilities, authorities, or obligations
for and to the Company Group. 


 







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9.            Confidentiality.
In the course of Employee’s employment with the Company and the performance of Employee’s duties on behalf of the Company Group
hereunder, Employee will be provided with, and will have access to, Confidential Information (as defined below). In consideration
of Employee’s receipt and access to such Confidential Information and in exchange for other valuable consideration provided hereunder,
and as a condition of Employee’s employment, Employee shall comply with this Section 9.


 


(a)         Both
during the Employment Period and thereafter, except as expressly permitted by this Agreement or by directive of the Board, Employee
shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for
the benefit of the Company Group. Employee acknowledges and agrees that Employee would inevitably use and disclose Confidential
Information in violation of this Section 9 if Employee were to violate any of the covenants set forth in Section 10.
Employee shall follow all Company policies and protocols regarding the physical security of all documents and other material containing
Confidential Information (regardless of the medium on which Confidential Information is stored). The covenants of this Section
9(a) shall apply to all Confidential Information, whether now known or later to become known to Employee during the period
that Employee is employed by or affiliated with the Company or any other member of the Company Group.


 


(b)        Notwithstanding
any provision of Section 9(a) to the contrary, Employee may make the following disclosures and uses of Confidential Information:


 


(i)         disclosures
to other employees of the Company Group who have a need to know the information in connection with the businesses of the Company
Group;


 


(ii)       disclosures
to customers and suppliers when, in the reasonable and good faith belief of Employee, such disclosure is in connection with Employee’s
performance of Employee’s duties under this Agreement and is in the best interests of the Company Group;


 


(iii)       disclosures
and uses that are approved in writing by the Board; or


 


(iv)      disclosures
to a person or entity that has (x) been retained by a member of the Company Group to provide services to one or more members of
the Company Group and (y) agreed in writing to abide by the terms of a confidentiality agreement.


 


(c)        Upon
the expiration of the Employment Period and at any other time upon request of the Company, Employee shall promptly surrender and
deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials
of any nature containing or pertaining to all Confidential Information in Employee’s possession, custody or control and Employee
shall not retain any such document or other materials.


 




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Within five (5) business days
of any such request, Employee shall certify to the Company in writing that all such documents and materials have been returned
to the Company. Notwithstanding any provision herein to the contrary, if Employee and the Company are involved in a dispute at
the expiration of the Employment Period or at any other time that a return of documents or other materials is requested by the
Company, Employee shall be entitled to deliver a record copy of any documents and materials relevant to such dispute to Employee’s
attorney for retention until such time as such dispute is resolved; provided, that Employee’s attorney agrees in writing
to be bound by the confidentiality obligations set forth in this Section 9.


 


(d)          All
trade secrets, non-public information, designs, ideas, concepts, improvements, product developments, discoveries and inventions,
whether patentable or not, that are conceived, made, developed or acquired by or disclosed to Employee, individually or in conjunction
with others, during the period that Employee is employed by the Company or any other member of the Company Group (whether during
business hours or otherwise and whether on the Company’s premises or otherwise) that relate to any member of the Company Group’s
businesses or properties, products or services (including all such information relating to business opportunities, operations,
future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial
and sales data, pricing terms, evaluations, opinions, interpretations, analyses, compilations, forecasts, studies, geophysical
data, engineering analyses or reports, geological maps and data, well logs, cartographic data, reserve engineering data, samples,
acquisition prospects, lists of mineral interests and lease holders, project costs and related details, the identity of customers,
producers, gatherers or service providers or their requirements, the identity of key contacts within the organizations of customers,
producers, gatherers, service providers or acquisition prospects, or marketing and merchandising techniques, prospective names
and marks) is defined as “Confidential Information.” Moreover, all documents, videotapes, written presentations,
brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail,
voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type
including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms
of expression are and shall be the sole and exclusive property of the Company Group and be subject to the same restrictions on
disclosure applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential
Information shall not include any information that (i) is or becomes generally available to the public other than as a result of
a disclosure or wrongful act of Employee or any of Employee’s agents; (ii) was available to Employee on a non-confidential basis
before its disclosure by a member of the Company Group; or (iii) becomes available to Employee on a non-confidential basis from
a source other than a member of the Company Group; provided, however, such source is not bound by a confidentiality agreement
with, or other obligation with respect to confidentiality to, a member of the Company Group.


 


		(e)	Notwithstanding the rest of this Section 9:



 


(i)        Employee
shall not be prevented from, nor shall Employee be criminally or civilly liable under any federal or state trade secret law for,
making a disclosure of trade secrets or other Confidential Information that is: (A) made (x) in confidence to a federal, state
or local government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or
investigating a suspected violation of applicable law; (B) made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal; or (C) protected under the whistleblower provisions of applicable law; and


 




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(ii)          in
the event Employee files a lawsuit for retaliation by the Company for Employee’s reporting of a suspected violation of law, Employee
may (A) disclose a trade secret to Employee’s attorney and (B) use the trade secret information in the court proceeding related
to such lawsuit, in each case, if Employee (x) files any document containing such trade secret under seal; and (y) does not otherwise
disclose such trade secret, except pursuant to court order.


 


		10.	Non-Competition; Non-Solicitation.



 


(a)          The
Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges
and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill
of the Company Group, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential
Information and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily
agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions
set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects,
will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent
unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business
interests.


 


(b)          During
the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee
or on behalf of or in conjunction with any other person or entity of any nature:


 


(i)          engage
in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which
prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director,
employee or consultant of, or loaning money to, or selling or leasing equipment or real estate to or otherwise being affiliated
with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated
competition, with any member of the Company Group;


 


(ii)         appropriate
any Business Opportunity of, or relating to, the Company Group located in the Market Area;


 


(iii)         solicit,
canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such
customer’s or supplier’s business with the Company Group; or


 


(iv)        solicit,
canvass, approach, encourage, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment
or engagement with any member of the Company Group.


 




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(c)        Because
of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants
set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be
caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member
of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions
and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money
damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned
equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead
shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law
and equity.


 


(d)        The
covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability
of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover,
in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which
such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.


 


		(e)	The following terms shall have the following meanings:



 


(i)          “Business”
shall mean the business and operations that are the same or similar to those performed by the Company and any other member of the
Company Group for which Employee provides services or about which Employee obtains Confidential Information during the Employment
Period, which business and operations include the exploration or production of oil or natural gas.


 


(ii)         “Business
Opportunity” shall mean any commercial, investment or other business opportunity relating to the Business.


 


(iii)        “Market
Area” shall mean: (a) Texas, Loving, Reeves, Culberson, Pecos, Ward, Winkler counties in the State of Texas; (b) Lea
and Eddy counties in the State of New Mexico; (c) Wise County, Texas (for so long as a member of the Company Group owns or leases
any assets within such county); and (d) any other county in which any member of the Company Group conducts Business during the
Employment Period.


 


(iv)         “Prohibited
Period” shall mean the period during which Employee is employed by the Company or any other member of the Company
Group and continuing for a period of twelve (12) months following the date that Employee is no longer employed by the Company or
any other member of the Company Group.


 




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11.        Ownership of Intellectual Property. Employee agrees that
the Company shall own, and Employee shall (and hereby does) assign, all right, title and interest (including patent rights, copyrights,
trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort
throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs,
know-how, ideas and information authored, created, contributed to, made or conceived or reduced to practice, in whole or in part,
by Employee during the period in which Employee is or has been employed by or affiliated with the Company or any other member of
the Company Group that either (a) relate, at the time of conception, reduction to practice, creation, derivation or development,
to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any
amount of the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment,
supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as “Company Intellectual
Property”), and Employee shall promptly disclose all Company Intellectual Property to the Company. All of Employee’s
works of authorship and associated copyrights created during the period in which Employee is employed by or affiliated with the
Company or any member of the Company Group and in the scope of Employee’s employment shall be deemed to be “works made for
hire” within the meaning of the Copyright Act. Employee shall perform, during and after the period in which Employee is or
has been employed by or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary
by the Company to assist the Company Group, at the Company’s expense, in obtaining and enforcing its rights throughout the world
in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing,
prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications,
(ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights,
and (iii) in other legal proceedings related to the Company Intellectual Property.


 


12.        Defense
of Claims. During the Employment Period and thereafter, upon request from the Company, Employee shall cooperate with the
Company Group in the defense of any claims or actions that may be made by or against any member of the Company Group that relate
to Employee’s actual or prior areas of responsibility. The Company shall pay or reimburse Employee for all of Employee’s reasonable
travel and other direct expenses reasonably incurred, to comply with Employee’s obligations under this Section 12, so long
as Employee provides reasonable documentation of such expenses and obtains the Company’s prior approval before incurring such expenses.


 


13.        Withholdings;
Deductions. The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement
(a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b)
any deductions consented to in writing by Employee.


 




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14.        Title
and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no
way limit, define or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement
are, by such reference, incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all
references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other
document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All
references to “dollars” or “$” in this Agreement refer to United States dollars. The words “herein”,
“hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement,
including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine
gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to the word
“including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty
or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise.
On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according
to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.


 


15.        Applicable
Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of
Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction.
With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the exclusive jurisdiction,
forum and venue of the state and federal courts (as applicable) located in the Houston, Texas.


 


16.          Entire
Agreement and Amendment. This Agreement contains the entire agreement of the parties with respect to the matters covered
herein and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto
concerning the subject matter hereof. This Agreement may be amended only by a written instrument executed by both parties hereto.


 


17.          Waiver
of Breach. Any waiver of this Agreement must be executed by the party to be bound by such waiver. No waiver by either party
hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this
Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other
party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto
to take any action by reason of any breach will not deprive such party of the right to take action at any time.


 


18.          Assignment.
This Agreement is personal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable
or otherwise transferred by Employee. The Company may assign this Agreement without Employee’s consent, including to any member
of the Company Group and to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity,
assets or businesses of the Company.


 


19.          Notices.
Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in
person, (b) when sent by facsimile transmission (with confirmation of transmission) on a Business Day to the number set forth below,
if applicable; provided, however, that if a notice is sent by facsimile transmission after normal business hours of the
recipient or on a non-Business Day, then it shall be deemed to have been received on the next Business Day after it is sent, (c)
on the first Business Day after such notice is sent by express overnight courier service, or (d) on the second Business Day following
deposit with an internationally-recognized second-day courier service with proof of receipt maintained, in each case, to the following
address, as applicable:


 




    	 	 	12



     


    

 


If to the Company, addressed to:


 


Rosehill Operating Company, LLC


16200 Park Row, Suite 300

Houston, TX 77084


Facsimile: (281) 829-0856

Attention: J. Alan Townsend


 


With a copy (which shall not itself
constitute notice) to:


 


Chairman of the Board of Directors of
Parent


811 Main Street, 18th Floor


Houston, TX 77002


Facsimile: (713) 654-9090


Attention: Gary C. Hanna


 


If to Employee, addressed to:


 


Employee’s last known address on file
with the Company.


 


20.          Counterparts.
This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each
counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by
both parties hereto.


 


21.          Deemed
Resignations. Except as otherwise determined by the Board or as otherwise agreed to in writing by Employee and any member
of the Company Group prior to the termination of Employee’s employment with the Company or any member of the Company Group, any
termination of Employee’s employment shall constitute, as applicable, an automatic resignation of Employee: (a) as an officer of
the Company and each member of the Company Group; (b) from the Board; and (c) from the board of directors or board of managers
(or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar
governing body) of any corporation, limited liability entity, unlimited liability entity or other entity in which any member of
the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing
body) Employee serves as such Company Group member’s designee or other representative.


 


		22.	Section 409A.



 


(a)            Notwithstanding
any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations and administrative
guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed
and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either
as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A
to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated
as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only
be made if such termination of employment constitutes a “separation from service” under Section 409A.


 




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(b)          To
the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no
later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the
right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount
of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible
for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall
not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such
expenses are subject to a limit related to the period in which the arrangement is in effect.


 


(c)          Notwithstanding
any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes
and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date
of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A
Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable)
until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and
benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the
Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee
on account of non-compliance with Section 409A.


 


23.          Certain
Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Employee is a “disqualified
individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement,
together with any other payments and benefits which Employee has the right to receive from the Company or any of its
affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the
payments and benefits provided for in this Agreement shall be either (i) reduced (but not below zero) so that the present
value of such total amounts and benefits received by Employee from the Company or any of its affiliates shall be one dollar
($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and
so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section
4999 of the Code or (ii) paid in full, whichever produces the better net after-tax position to Employee (taking into account
any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and
benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the
order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be
made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in
time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether
any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in
good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when
aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a
“parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s base amount, then
Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in
this Section 24 shall require the Company to be responsible for, or have any liability or obligation with respect to,
Employee’s excise tax liabilities under Section 4999 of the Code.


 




    	 	 	14



     


    

  


24.          Clawback.
To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by
the Board (or a committee thereof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable
clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture and/or
recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the
Company reserves the right, without the consent of Employee, to adopt any such clawback policies and procedures, including such
policies and procedures applicable to this Agreement with retroactive effect.


 


25.          Effect
of Termination. The provisions of Sections 7, 9-13 and 21 and those provisions necessary to interpret and enforce
them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the
Company.


 


26.          Third-Party
Beneficiaries. Each member of the Company Group that is not a signatory to this Agreement shall be a third-party beneficiary
of Employee’s obligations under Sections 8, 9, 10, 11 and 12 and shall be entitled to enforce such obligations as if a party
hereto.


 


27.          Severability.
If an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or portion thereof) is invalid
or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) 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.


 


[Remainder
of Page Intentionally Blank; 

Signature Page Follows]


 




    	 	 	15



     


    

  


IN
WITNESS WHEREOF, Employee and the Company each have caused this Agreement to be executed and effective as of the date first above
written.





 


	 	EMPLOYEE
	 	 
	 	/s/ Craig Owen
	 	Craig Owen
	 	 
	 	ROSEHILL OPERATING COMPANY, LLC
	 	 
	 	By:	/s/ J. Alan Townsend
	 	 	Name: J. Alan Townsend
	 	 	Title: President and Chief Executive
Officer


 





Signature
Page to


Employment
Agreement