EX-10.54



 Exhibit 10.54 

SAMSON RESOURCES CORPORATION 

2015 BONUS PLAN 
 1.
Purpose. This Samson Resources Corporation (the “Company”) 2015 Bonus Plan (the “Plan”) is designed to motivate eligible key employees of the Company and its subsidiaries to remain continuously employed by
the Company and its subsidiaries. 
 2. Adoption of the Plan. The Company, intending to be legally bound, hereby adopts this Plan
effective as of January 1, 2015 (the “Effective Date”). The Plan shall be in effect from the Effective Date and shall continue until the earlier of (i) December 31, 2017 or (ii) the date the Company (or its
successor or affiliate) adopts an alternative long-term incentive plan (the “Term”). The expiration of the Term shall not in any event reduce or adversely affect any amounts due to any Participant hereunder. 

3. General. The compensation provided under the Plan is intended to be in addition to all other compensation payable to Participants
under any employment agreement or incentive plan or program in effect with the Company or its direct or indirect subsidiaries. 
 4.
Definitions. For purposes of this Plan: 
 (a) “Board” means the Company’s Board of Directors. 

(b) “Cause” means the occurrence of any of the following events: (a) Participant’s commission of any serious crime
involving fraud, dishonesty or a breach of trust as to the Company (including but not limited to, misrepresentation, embezzlement, or misappropriation); (b) Participant’s material violation of either (i) any applicable confidential
and proprietary information policy of the Company or (ii) any applicable code of conduct policy of the Company, as then in effect; (c) Participant’s conviction, guilty plea, deferred adjudication or other trial diversion regarding any
felony or any crime involving moral turpitude; or (d) Participant’s failure to perform his/her duties in any material respect (other than any failure resulting from Participant’s incapacity due to physical or mental illness or
disability) or Participant’s gross negligence or intentional misconduct in the performance of his/her duties, including any act or acts which affect the image or reputation of the Company or which result in material financial loss to any part
of the Company. Notwithstanding the immediately preceding item (d), any of the circumstances described in said item (d) may not serve as the basis for Cause unless (x) the Company provides written notice to Participant within thirty
(30) days following the Company’s initial knowledge of the existence and effect of the event(s) constituting Cause and (y) Participant fails to cure such event(s) within thirty (30) days after receipt of such notice. Furthermore,
no act or failure to act by Participant shall be considered “intentional” unless done or omitted to be done by Participant in bad faith and without reasonable belief that his/her action or omission was in the best interests of the Company.

 (c) “Committee” means any committee authorized by the Board to administer the Plan. If no committee is duly authorized
by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes of the Plan. 

(d) “Company Group” means the Company and its direct and indirect subsidiaries. 

(e) “Participant” shall have the meaning ascribed thereto in Section 5 hereof. 

(f) “Quarterly Bonus” shall mean the Quarterly Bonus Opportunity a Participant actually earns. 

(g) “Quarterly Bonus Opportunity” shall mean, in the case of any Participant, the maximum quarterly bonus opportunity a
Participant is eligible for, as set forth on Schedule A, as amended from time to time, which shall be maintained confidentially by Human Resources with access only granted with the approval of the General Manager—Human Resources, the
Chief Financial Officer or the General Counsel. 







 5. Eligible Participants. Each person listed on Schedule A, as amended from time to
time by the Board or the Committee, shall be a Participant under the Plan and eligible to receive a Quarterly Bonus. 
 6. Terms of
Participation. Subject to the provisions of this Plan, commencing with the calendar quarter ending March 31, 2015, each Participant shall be eligible for a Quarterly Bonus as of the end of each calendar quarter ending during the Term if
such Participant remains employed by the Company Group through such date. The Company may award any portion of the Quarterly Bonus Opportunity as a Quarterly Bonus (ranging from 0% to 100%), which shall be determined by the Company in its total
discretion. The Company shall communicate to the Participant the earned Quarterly Bonus within five (5) days after the end of the applicable calendar quarter. A Quarterly Bonus will not be considered “earned” until such award has been
communicated as outlined in the previous sentence. Provided, however, if the Term ends before the end of a calendar quarter, each Participant who is then employed by the Company shall earn a pro rated amount of the Quarterly Bonus Opportunity. Any
Quarterly Bonus payment made under this Plan shall be paid to the Participant by the Company within 10 days after the date the Participant has earned the right to such payment, provided, however, that any bonus to be paid through the third quarter
of 2015 shall be communicated to the Participant no later than April 30, 2015 (for the first quarter), June 30, 2015 (for the second quarter), and September 30, 2015 (for the third quarter); and shall be paid not later than
April 23, 2015 (for the first quarter), July 1, 2015 (for the second quarter), and October 1, 2015 (for the third quarter). A Participant whose employment with the Company Group terminates for any reason shall forfeit the right to any
Quarterly Bonus that has not been earned as of the date of such termination. 
 7. Plan Administration. This Plan shall be
administered by the Committee. The Committee is given full authority and discretion within the limits of this Plan to establish such administrative measures as may be necessary to administer and attain the objectives of this Plan and may delegate
the authority to administer the Plan to an officer of the Company. The Committee (or its delegate) shall have full power and authority to construe and interpret this Plan and any interpretation by the Committee (or its delegate) shall be binding on
all Participants and shall be accorded the maximum deference permitted by law. 
 (a) All rights and interests of Participants under this
Plan shall be non-assignable and nontransferable, and otherwise not subject to pledge or encumbrance, whether voluntary or involuntary, other than by will or by the laws of descent and distribution. In the event of any sale, transfer or other
disposition of all or substantially all of the Company’s assets or business, whether by merger, stock sale, consolidation or otherwise, the Company may assign this Plan. 

(b) Any payment to a Participant in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all
claims against the Company Group, and the Company may require Employee, as a condition precedent to such payment, to execute a receipt and release to such effect. 

(c) Payment of amounts due under the Plan shall be provided to Participant in the same manner as Participant receives his or her regular
paycheck or by mail at the last known address of Participant in the possession of the Company, at the discretion of Committee. The Company will withhold all applicable taxes and any other withholdings required to be withheld with respect to the
payment of any award pursuant to this Plan. 
 (d) The Company shall not be required to establish any special or separate fund or to make
any other segregation of assets to ensure the payment of any award provided for hereunder. Quarterly Bonus payments shall not be considered as extraordinary, special incentive compensation, and it will not be included as “earnings,”
“wages,” “salary,” or “compensation” in any pension, welfare, life insurance, or other employee benefit plan or arrangement of the Company Group. 







 (e) The Company, in its sole discretion, shall have the right to modify, supplement, suspend or
terminate this Plan at any time; provided that in no event shall any amendment or termination adversely affect the rights of Participants regarding any Quarterly Bonus for a calendar quarter ending on or before October 31, 2015 or that
has commenced as of the date of such action without the prior written consent of the affected Participants. Subject to the foregoing, the Plan shall terminate upon the satisfaction of all obligations of the Company or its successor entities
hereunder. 
 (f) Nothing contained in this Plan shall in any way affect the right and power of the Company to discharge any Participant or
otherwise terminate his or her employment at any time or for any reason or to change the terms of his or her employment in any manner. 

(g) Except as otherwise provided under this Plan, any expense incurred in administering this Plan shall be borne by the Company. 

(h) Captions preceding the sections hereof are inserted solely as a matter of convenience and in no way define or limit the scope or intent of
any provision hereof. 
 (i) The administration of the Plan shall be governed by the laws of the State of Oklahoma, without regard to the
conflict of law principles of any state. Any persons or corporations who now are or shall subsequently become parties to the Plan shall be deemed to consent to this provision. 

(j) The Plan is intended to either comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986,
as amended (“Code Section 409A”). To the extent that the Plan is not exempt from the requirements of Code Section 409A, the Plan is intended to comply with the requirements of Code Section 409A and shall be limited,
construed and interpreted in accordance with such intent. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on a Participant by
Code Section 409A or for damages for failing to comply with Code Section 409A. 

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 SCHEDULE A 
  

			
	 Participants
	 	 QUARTERLY BONUS AMOUNT