EX-10.5


 Exhibit 10.5 

FORM OF 
 WILDHORSE
RESOURCE DEVELOPMENT CORPORATION 
 EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN 

1. Purpose and Effective Date. WildHorse Resource Development Corporation, a Delaware corporation (the
“Company”) has adopted this Executive Change in Control and Severance Benefit Plan (the “Plan”) to provide for the payment of severance and/or change in control benefits to
Eligible Individuals. The effective date of the Plan is                      , 2016. 

2. Definitions. For purposes of the Plan, the terms listed below will have the meanings specified herein: 

(a) “Accrued Payments” means (i) any unpaid Base Salary through the Date of Termination (but
calculated at the rate then in effect), which shall be paid within 30 days of the Date of Termination, (ii) any unpaid Performance Bonus actually earned in the calendar year prior to the calendar year in which the Date of Termination occurs,
which shall be paid at the time annual bonuses are normally paid by the Company, (iii) unreimbursed business or other expenses accrued through the Date of Termination that are eligible for reimbursement in accordance with the applicable Company
policies through the Date of Termination (provided that such expenses and any required substantiation and documentation are submitted timely in accordance with applicable Company policies), and (iv) such employee benefits, if any, as to which
an Eligible Individual may be entitled pursuant to the terms governing such benefits. 
 (b)
“Applicable Performance Bonus” means the greater of (i) the Eligible Individual’s average Performance Bonus amounts for the two calendar years preceding the calendar year in which the Date of Termination occurs or
(ii) the Eligible Individual’s target Performance Bonus for the calendar year in which the Date of Termination occurs, calculated based on such Eligible Individual’s Base Salary. 

(c) “Base Salary” means the amount an Eligible Individual is entitled to receive as wages or salary on
an annualized basis, calculated as of the Date of Termination or, if greater, before giving effect to any reduction not consented to by the Eligible Individual. 

(d) “Board” means the Board of Directors of the Company. 

(e) “Cause” means a determination made in good faith by two-thirds (2/3) of the Board that an
Eligible Individual (i) has been convicted of a misdemeanor involving moral turpitude or a felony, (ii) has engaged in grossly negligent or willful misconduct in the performance of his duties for the Company (other than due to the Eligible
Individual’s incapacity due to physical or mental illness), which actions have had a material detrimental effect on the Company and which actions continued for a period of thirty (30) days after a written notice of demand for performance
has been delivered to the Eligible Individual specifying the manner in which the Eligible Individual has failed to perform, (iii) has engaged in conduct which is materially injurious to the Company (including, without limitation, misuse or
misappropriation of the Company’s funds or other property), or (iv) has committed an act of fraud. No termination of the Eligible Individual’s employment shall be for Cause as set forth in clauses (iii) 







 
or (iv) above until (A) there shall have been delivered to the Eligible Individual a copy of a written notice setting forth that the Eligible Individual was guilty of the conduct set
forth in clauses (iii) or (iv), as applicable, and specifying the particulars thereof in detail, and (B) the Eligible Individual shall have been provided an opportunity to be heard by the Board (with the assistance of the Eligible
Individual’s counsel if the Eligible Individual so desires). No act, nor failure to act, on the Eligible Individual’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and
without reasonable belief that his action or failure to act was in the best interest of the Company and its affiliates. Notwithstanding anything contained in this Plan to the contrary, no failure to perform by the Eligible Individual after Notice of
Termination is given by the Eligible Individual shall constitute Cause. 
 (f) “CEO” means the Chief
Executive Officer of the Company. 
 (g) “Change in Control” shall have the meaning
given such term in the Company’s 2016 Long Term Incentive Plan. 
 (h) “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. 
 (i)
“Code” means the Internal Revenue Code of 1986, as amended, and applicable administrative guidance issued thereunder. 

(j) “Committee” shall have the meaning given such term in the Company’s 2016 Long Term Incentive
Plan. 
 (k) “Date of Termination” means the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be; provided, however, that if an Eligible Individual’s employment is terminated by reason of death, the Date of Termination shall be the date of death of the Eligible Individual.
For all purposes of the Plan, an Eligible Individual’s Date of Termination shall not occur prior to the date the Eligible Individual incurs a “separation from service” within the meaning of Section 409A of the Code.

 (l) “Disability” means an Eligible Individual’s inability to perform the essential
functions of his or her position with or without reasonable accommodation, if required by law, due to physical or mental impairment. The existence of any such Disability shall be certified, at the Company’s discretion, by either the
Company’s disability carrier or a physician acceptable to both the Eligible Individual and the Company. If the parties are not able to agree on the choice of physician, each party shall select a physician who, in turn, shall select a third
physician to render such certification. In no event will an Eligible Individual’s employment be terminated as a result of Disability, unless otherwise agreed to by the Eligible Individual and the Company, until at least 180 consecutive days of
leave has elapsed and the Company has provided the Eligible Individual with written notice of termination. 

(m) “Good Reason” means, without the express written consent of the Eligible Individual, the occurrence
of one of the following arising on or after the date such Eligible Individual commences participation in this Plan, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (i) a material reduction in the
Eligible Individual’s base compensation, (ii) a material diminution in the Eligible Individual’s authority, duties or  

  
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responsibilities, (iii) a permanent relocation in the geographic location at which the Eligible Individual must perform services to a location more than 50 miles from the location at which
the Eligible Individual normally performed services immediately before the relocation, (iv) a material reduction in the authority, duties, or responsibilities of the person to whom the Eligible Individual reports, or (v) any other action
or inaction that constitutes a material breach by the Company of its obligations under this Plan. In the case of an Eligible Individual’s allegation of Good Reason, (A) the Eligible Individual shall provide notice to the Company of the
event alleged to constitute Good Reason within 60 days after the initial occurrence of such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation.
If not remedied within that 30-day period, the Eligible Individual may submit a Notice of Termination, provided that the Notice of Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, the Eligible
Individual will be deemed to have accepted such event, or the Company’s remedy of such event, that may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and
shall not waive the Eligible Individual’s right to claim Good Reason with respect to future similar events. 
 (n)
“Notice of Termination” means a written notice communicated by the Company or the Eligible Individual, as applicable, that (i) indicates the specific reason for termination of the Eligible Individual’s employment,
(ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination, and (iii) specifies the Date of Termination. 

(o) “Performance Bonus” means the annual performance bonus payment an Eligible Individual is eligible to
receive for a given calendar year pursuant to the Company’s annual cash performance bonus program or such other similar incentive plan in effect from time to time for its senior executives. 

(p) “Pro-Rata Bonus” means an amount equal to the Performance Bonus that an Eligible Individual would
have actually been entitled to receive for the calendar year in which the Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days during which the Eligible Individual was employed by the Company in the
calendar year of termination, and the denominator of which is 365. 
 (q) “Release
Conditions” means an Eligible Individual’s (or his estate’s) execution and delivery to the Company on or prior to the 50th day following the Date of Termination of a release
of claims agreement in the Company’s customary form, which shall exclude (and not release) claims for indemnification, claims for coverage under applicable officer and director policies and claims as a director or indirect stockholder of the
Company and which may be amended by the Company to reflect changes in applicable laws and regulations and, where applicable, the Eligible Individual’s (or his estate’s) non-revocation of such release.  

3. Administration of the Plan. 

(a) Authority of the Administrator. The Plan will be administered by the Committee, or by a person or committee appointed
by the Committee to administer the Plan (the “Administrator”). Subject to the express provisions of the Plan and applicable law, the  

  
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Administrator will have the authority, in its sole and absolute discretion, to: (i) adopt, amend, and rescind administrative and interpretive rules and regulations related to the Plan,
(ii) delegate its duties under the Plan to such agents as it may appoint from time to time, and (iii) make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for
administering the Plan, including the delegation of those ministerial acts and responsibilities as the Administrator deems appropriate. The Administrator shall have complete discretion and authority with respect to the Plan and its application
except to the extent that discretion is expressly limited by the Plan. The Administrator may correct any defect, supply any omission, or reconcile any inconsistency in the Plan in any manner and to the extent it deems necessary or desirable to carry
the Plan into effect, and the Administrator will be the sole and final judge of that necessity or desirability. 
 (b) Manner
of Exercise of Authority. Any action of, or determination by, the Administrator will be final, conclusive and binding on all persons, including the Company, its owners, each Eligible Individual, or other persons claiming rights from or
through an Eligible Individual. The express grant of any specific power to the Administrator, and the taking of any action by the Administrator, will not be construed as limiting any power or authority of the Administrator. The Administrator may
delegate to officers or managers of the Company, or committees thereof, the authority, subject to such terms as the Administrator will determine, to perform such functions, including administrative functions, as the Administrator may determine. The
Administrator may appoint agents to assist it in administering the Plan. 
 (c) Limitation of Liability. The
Administrator will be entitled to, in good faith, rely or act upon any report or other information furnished to the Administrator by any officer or employee of the Company, the Company’s legal counsel, independent auditors, consultants or any
other agents assisting in the administration of the Plan. The Administrator and any officer or employee of the Company acting at the direction or on behalf of the Administrator will not be personally liable for any action or determination taken or
made in good faith with respect to the Plan and will, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination. 

4. Eligibility. The employees of the Company listed on Exhibit A attached hereto, as the same may be
updated from time to time by the Administrator, are eligible (“Eligible Individuals”) to receive the benefits described in this Plan. Each Eligible Individual will be further designated on Exhibit A attached hereto as a Level
One Participant, Level Two Participant or Level Three Participant for purposes of this Plan.  
 5. Plan
Benefits. 
 (a) Termination Due to Death or Disability. In the event an Eligible
Individual’s employment terminates by reason of his death or Disability, the Eligible Individual (or his estate) will, contingent upon the Eligible Individual (or his estate) satisfying the Release Conditions, be entitled to receive each of the
following: 
 (i) the Accrued Payments. 

  
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 (ii) a Pro-Rata Bonus for the calendar year in which the Date of Termination
occurs, payable as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar
year to which such Performance Bonus relates. 
 (iii) an amount equivalent to twelve (12) months of the Eligible
Individual’s Base Salary, payable in a lump sum within 60 days of the Date of Termination. 
 (iv) group health care
coverage continuation for a period of eighteen (18) months following the Eligible Individual’s Date of Termination in accordance with Section 5(e). 

(b) Termination Without Cause or For Good Reason. In the event an Eligible Individual’s employment is terminated by
the Company without Cause or by the Eligible Individual for Good Reason, the Eligible Individual will, contingent upon the Eligible Individual (or his estate) satisfying the Release Conditions, be entitled to receive each of the following:

 (i) the Accrued Payments. 

(ii) a Pro-Rata Bonus for the calendar year in which the Date of Termination occurs, payable as soon as administratively
feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates.

 (iii) a lump sum payment equal to: 

A. in the case of a Level One Participant, two (2) times the sum of (1) an amount equivalent to twelve
(12) months of Base Salary and (2) the Eligible Individual’s Applicable Performance Bonus, payable no later than 60 days after the Date of Termination; 

B. in the case of a Level Two Participant, one and one-half (1.5) times the sum of (1) an amount equivalent to
twelve (12) months of Base Salary and (2) the Eligible Individual’s Applicable Performance Bonus, payable no later than 60 days after the Date of Termination; or 

C. in the case of a Level Three Participant, one (1.0) times the sum of (1) an amount equivalent to twelve
(12) months of Base Salary and (2) the Eligible Individual’s Applicable Performance Bonus, payable no later than 60 days after the Date of Termination. 

(iv) group health care coverage continuation for a period of (A) in the case of a Level One Participant, twenty-four
(24) months, (B) in the case of a Level Two Participant, eighteen (18) months, or (C) in the case of a Level Three Participant, twelve (12) months, following the Eligible Individual’s Date of Termination in accordance with
Section 5(e). 

  
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 (v) immediate vesting in full of all unvested equity-based awards held by the
Eligible Individual as of the Date of Termination, except in the case of awards that remain subject to objective performance-based determinations, in which case such awards will remain outstanding and will immediately vest upon and to the extent of
the determination that such performance criteria have been satisfied (unless otherwise provided in the applicable award agreements governing such performance awards). 

(c) Change in Control. Upon the occurrence of a Change in Control, all unvested equity-based awards held by an Eligible
Individual as of the date of the Change in Control shall immediately vest in full, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the date of such Change in Control. In
the case of awards subject to objective performance-based determinations, all performance objectives shall be calculated based on, as determined by the Administrator in its sole discretion, actual performance against the stated performance
objectives as of the date of the Change in Control (unless otherwise provided in the applicable award agreements governing such performance awards). 

(d) Termination Without Cause or For Good Reason Following a Change in Control. In the event an Eligible Individual is
terminated by the Company for any reason other than for Cause or an Eligible Individual terminates employment for Good Reason, in each case within two years following a Change in Control, then the Eligible Individual will, contingent upon the
Eligible Individual (or his estate) satisfying the Release Conditions, be entitled to receive each of the following: 

(i) the Accrued Payments. 

(ii) a Pro-Rata Bonus for the calendar year in which the Date of Termination occurs, payable as soon as administratively
feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates.

 (iii) a lump sum payment equal to: 

A. with respect to a Level One Participant, a lump sum payment within 60 days following the Date of Termination equal to three
(3) times the sum of (1) an amount equivalent to twelve (12) months of Base Salary and (2) the Eligible Individual’s Applicable Performance Bonus; 

B. with respect to a Level Two Participant, a lump sum payment within 60 days following the Date of Termination equal to two
and one-half (2.5) times the sum of (1) an amount equivalent to twelve (12) months of Base Salary and (2) the Eligible Individual’s Applicable Performance Bonus; or 

  
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 C. with respect to a Level Three Participant, a lump sum payment within 60 days
following the Date of Termination equal to two (2) times the sum of (1) an amount equivalent to twelve (12) months of Base Salary and (2) the Eligible Individual’s Applicable Performance Bonus. 

(iv) group health care coverage continuation for a period of (A) in the case of a Level One Participant, thirty-six
(36) months, (B) in the case of a Level Two Participant, thirty (30) months, or (C) in the case of a Level Three Participant, twenty-four (24) months, following the Eligible Individual’s Date of Termination in
accordance with Section 5(e). 
 (e) COBRA. If the Eligible Individual timely and properly elects continuation
coverage under the Company’s group health plans pursuant to COBRA, then: 
 (i) the Company shall
reimburse the Eligible Individual for the monthly amount required for the Eligible Individual to effect and continue such coverage for himself and his spouse and eligible dependents, if any, under the Company’s group health plans (the
“Monthly Payment Amount”). Each such monthly reimbursement payment (the “Monthly Reimbursement Payment”) shall be paid to the Eligible Individual on the Company’s first regularly scheduled pay
date in the month immediately following the month in which the Eligible Individual timely remits the Monthly Premium Payment. The Eligible Individual shall be eligible to receive Monthly Reimbursement Payments until this Section 5(d)(i) the
earlier of: (A) the date the Eligible Individual is no longer eligible to receive COBRA continuation coverage and (B) the date on which the Eligible Individual becomes eligible to receive coverage under a group health plan sponsored by
another employer (and any such eligibility shall be promptly reported to the Company by the Eligible Individual); provided, however, that the Eligible Individual acknowledges and agrees that (1) the election of COBRA continuation coverage and
the payment of any premiums due with respect to such COBRA continuation coverage will remain the Eligible Individual’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA
continuation coverage, (2) in no event shall the Company be required to pay a Monthly Reimbursement Payment if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to section 2716 of the Public Health
Service Act, the Patient Protection and Affordable Care Act of 2010 and the respective regulations and guidance promulgated thereunder (collectively, “PPACA”); and 

(ii) On and after the date the Eligible Individual is no longer eligible to receive COBRA continuation coverage
(the “COBRA End Date”), if the Eligible Individual entitled to receive additional months of group health care coverage continuation under Section 5(b) or 5(d), as applicable, and has not become eligible to receive
coverage under a group health plan sponsored by another employer during the period beginning on the Date of Termination and ending on the COBRA End Date, then the Company shall pay to the Eligible Individual a lump sum cash payment on the
Company’s first regularly scheduled pay date following the COBRA End Date equal to the product of (A) the Monthly Reimbursement Payment and (B) the number of additional months set forth in Section 5(b) or 5(d), as
applicable, for which the Eligible Individual is entitled to receive group health care coverage continuation. 

  
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 6. Certain Excise Taxes. Notwithstanding anything to the contrary in this Plan, if
an Eligible Individual is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Plan, together with any other payments and benefits which such Eligible Individual
has the right to receive from the Company or any of its affiliates, would, either separately or in the aggregate, constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided
for in this Plan shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by such Eligible Individual from the Company and its affiliates will be one dollar ($1.00) less than three
times such Eligible Individual’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 such Eligible Individual shall be subject to the excise tax imposed by
Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to such Eligible Individual (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 its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times such Eligible
Individual’s base amount, then such Eligible Individual shall be required to immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Company to be
responsible for, or have any liability or obligation with respect to, such Eligible Individuals’ excise tax liabilities under Section 4999 of the Code. 

  
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 7. Claims for Benefits. 

(a) Initial Claim. In the event that an Eligible Individual or his estate claims (a “claimant”)
to be eligible for a payment under the Plan, or claims any other rights under the Plan, such claimant must complete and submit such claim forms and supporting documentation as will be required by the Administrator, in its sole and absolute
discretion. In connection with the determination of a claim, or in connection with the review of a denied claim, the claimant may examine the Plan and any other pertinent documents generally available to Eligible Individuals that are specifically
related to the claim. A written notice of the disposition of any such claim will be furnished to the claimant within ninety (90) days after the claim is filed with the Administrator. Such notice will refer, if appropriate, to pertinent
provisions of the Plan, will set forth in writing the reasons for denial of the claim, if a claim is denied (including references to any pertinent provisions of the Plan), and, where appropriate, will describe any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary. If the claim is denied, in whole or in part, the claimant will also be notified of the Plan’s claim review procedure and the
time limits applicable to such procedure. 
 (b) Request for Review. Within ninety (90) days after
receiving written notice of the Administrator’s disposition of the claim, the claimant may file with the Administrator a written request for review of his claim. In connection with the request for review, the claimant will be entitled to be
represented by counsel and will be given, upon request and free of charge, reasonable access to all pertinent documents for the preparation of his claim. If the claimant does not file a written request for review within ninety (90) days after
receiving written notice of the Administrator’s disposition of the claim, the claimant will be deemed to have accepted the Administrator’s written disposition, unless the claimant was physically or mentally incapacitated so as to be unable
to request review within the ninety (90) day period. 
 (c) Decision on Review. After receipt by the
Administrator of a written application for review of an initial claim determination, the Administrator will review the claim taking into account all comments, documents, records and other information submitted by the claimant regarding the claim
without regard to whether such information was considered in the initial benefit determination. The Administrator will notify the claimant of its decision by delivery via certified or registered mail to the claimant’s last known address. A
decision on review of the claim will be made by the Administrator within forty-five (45) days of receipt of the written request for review. If special circumstances require an extension of the forty-five (45) day period, the Administrator
will so notify the claimant and a decision will be rendered within ninety (90) days of receipt of the request for review. In any event, if a claim is not determined by the Administrator within ninety (90) days of receipt of written
submission for review, it will be deemed to be denied. The decision of the Administrator will be provided to the claimant as soon as possible but no later than five (5) days after the benefit determination is made. The decision will be in
writing and will include the specific reasons for the decision presented in a manner calculated to be understood by the claimant and will contain references to all relevant Plan provisions on which the decision was based. Such decision will also
advise the claimant that he may receive upon request, and free of charge, reasonable access to and copies of all documents, records and other information relevant to his claim and will inform the claimant of his right to file a civil action under
section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in the case of an adverse decision regarding his appeal. The decision of the Administrator will be final and
conclusive. 

  
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 8. General Provisions. 

(a) Taxes. The Company is authorized to withhold from any payments made hereunder amounts of withholding and other taxes
due or potentially payable in connection therewith, and to take such other action as the Company may deem advisable to enable the Company and Eligible Individuals to satisfy obligations for the payment of withholding taxes and other tax obligations
relating to any payments made under this Plan. 
 (b) Offset. The Company may set off against, and each Eligible
Individual authorizes the Company to deduct from, any payments due to the Eligible Individual, or to his estate, heirs, legal representatives, or successors, any amounts which may be due and owing to the Company or an affiliate by the Eligible
Individual, whether arising under this Plan or otherwise; provided that no such offset may be made with respect to amounts payable that are subject to the requirements of Section 409A of the Code unless the offset would not result in a
violation of the requirements of Section 409A of the Code. 
 (c) Term of the Plan; Amendment and
Termination. Prior to a Change in Control, the Plan may be amended or modified in any respect, and may be terminated, in any such case, by resolution adopted by two-thirds (2/3) of the Board; provided, however, that no such amendment,
modification or termination that is adopted within one (1) year prior to a Change in Control that would adversely affect the benefits or protections hereunder of any individual who is an Eligible Individual as of the date such amendment,
modification or termination is adopted shall be effective as it relates to such individual, except for any amendment or modification to which such Eligible Individual consents in writing; provided, further, however, that the Plan may not be amended,
modified or terminated, (i) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control and who effectuates a Change in Control, or (ii) otherwise in connection with, or in anticipation of, a
Change in Control that actually occurs, and any such attempted amendment, modification or termination shall be null and void ab initio. Any action taken to amend, modify or terminate the Plan which is taken subsequent to the execution of an
agreement providing for a transaction or transactions which, if consummated, would constitute a Change in Control shall conclusively be presumed to have been taken in connection with a Change in Control. For a period of two (2) years following
the occurrence of a Change in Control, the Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is an Eligible Individual under the Plan on the
date the Change in Control occurs. 
 (d) Successors. The Plan shall bind and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. The Company shall require any successor pursuant to a Change in Control to expressly assume and
agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. Neither the Plan nor any right or obligation hereunder of any party may be assigned or delegated
without the prior written consent of the other party hereto;  

  
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provided, however, that the Company may assign this Plan to any of its affiliates and an Eligible Individual may direct payment of any benefits that will accrue upon death. An Eligible Individual
shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any payments or other benefits provided under the Plan; and no benefits payable under the Plan shall be assignable in anticipation of payment either by
voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. The Plan shall not confer any rights or remedies upon any person or legal entity other than the parties hereto and their
respective successors and permitted assigns. 
 (e) Unfunded Obligation. All benefits due an Eligible Individual under
this Plan are unfunded and unsecured and are payable out of the general funds of the Company. 
 (f) Limitation on
Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder will be construed as (i) giving an Eligible Individual the right to continue in the employ or service of the Company or an affiliate; (ii) interfering in
any way with the right of the Company or any affiliate to terminate an Eligible Individual’s employment or service at any time; or (iii) giving an Eligible Individual any claim to be treated uniformly with other employees. 

(g) Nonexclusivity of the Plan. The adoption of the Plan by the Company will not be construed as creating any limitations
on the power of the Company to adopt such other incentive arrangements as it may deem desirable. Except as otherwise expressly provided herein, nothing contained in the Plan will be construed to prevent the Company from taking any action which is
deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any payments made under the Plan. No employee, beneficiary or other person will have any claim against the
Company as a result of any such action. Any action with respect to the Plan taken by the Administrator, the Company, or any designee of the foregoing shall be conclusive upon all Eligible Individuals and beneficiaries entitled to benefits under the
Plan. 
 (h) Severability. If any provision of the Plan is held to be illegal or invalid for any reason, the
illegality or invalidity will not affect the remaining provisions of the Plan, but such provision will be fully severable and the Plan will be construed and enforced as if the illegal or invalid provision had never been included herein. 

(i) Application of Section 409A. The amounts payable pursuant to Section 5 of this Plan are intended, to the
greatest extent possible, to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. To the extent that an Eligible Individual is a “specified employee” within the meaning of the
Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) as of the Eligible Individual’s Date of Termination, no amount that constitutes a deferral of
compensation which is payable on account of the Eligible Individual’s separation from service shall be paid to the Eligible Individual before the date (the “Delayed Payment Date”) which is first day of the
seventh month after the Eligible Individual’s Date of Termination or, if earlier, the date of the Eligible Individual’s death following such Date of Termination. All such amounts that would, but for this Section 9(i), become payable
prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to  

  
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any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Plan shall be considered a separate payment, and an Eligible Individual’s
entitlement to a series of payments under this Plan is to be treated as an entitlement to a series of separate payments. It is intended that this Plan, to the extent practicable, comply and be interpreted in accordance with Section 409A of the
Code, and the Company shall, as necessary, adopt such confirming amendments as are necessary to comply with Section 409A of the Code without reducing the benefits payable hereunder to any Eligible Individual without his or her express written
consent. The Company does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable under this Plan, and an Eligible Individual retains full
responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Eligible Individual hereunder. The Company shall not indemnify or otherwise compensate an Eligible Individual
for any violation of Section 409A of the Code that may occur in connection with this Plan. 
 (j) Governing Law.
All questions arising with respect to the provisions of the Plan and payments due hereunder will be determined by application of the laws of the State of Texas, without giving effect to any conflict of law provisions thereof, except to the extent
Texas law is preempted by federal law. 
 (k) Word Usage. Words used in the masculine shall apply to the
feminine, where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural. 

(l) Status/Named Fiduciary. The Plan is intended to qualify for the exemptions under Title I of ERISA provided for plans
that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Administrator shall be the named fiduciary for purposes of the Plan. 

(m) ERISA Rights. As a participant in the Plan, Eligible Individuals are entitled to certain rights and protections under
ERISA, which provides that all Plan participants shall be entitled to: 
 (i) Examine without charge, at the
Administrator’s office and at other specified locations such as worksites, all Plan documents, and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports. 

(ii) Obtain copies of all Plan documents and other Plan information upon written request to the Administrator. The
Administrator may make a reasonable charge for the copies. 
 (iii) To the extent applicable, receive a summary of the
Plan’s annual financial report. The Administrator is required by law to furnish each participant with a copy of this summary annual report. 
 In
addition to creating rights for Plan participants, ERISA imposes obligations upon the people who are responsible for the operation of employee benefit plans. The people who operate the 

  
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Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Eligible Individuals and beneficiaries. No one, including the Company, may fire an Eligible
Individual or otherwise discriminate against the Eligible Individual in any way to prevent the Eligible Individual from obtaining benefits or exercising his or her rights under ERISA. 

If a claim for a benefit under this Plan is denied in whole or in part, an Eligible Individual has the right to know why this was done, to
obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. 
 Under
ERISA, there are steps an Eligible Individual can take to enforce the above rights. For instance, if an Eligible Individual requests materials from the Administrator and does not receive them within 30 days, the Eligible Individual may file suit in
a federal court. In such a case, the court may require the Administrator to provide the materials and pay the Eligible Individual up to $110 a day until the Eligible Individual receives the materials, unless the materials were not sent because of
reasons beyond the control of the Administrator. If an Eligible Individual’s claim for benefits is denied or ignored, in whole or in part, the Eligible Individual may file suit in a state or federal court. If an Eligible Individual is
discriminated against for asserting his or her rights, the Eligible Individual may seek assistance from the U.S. Department of Labor, or file suit in a federal court. The court will decide who should pay court costs and legal fees. If the Eligible
Individual is successful, the court may order the person sued by the Eligible Individual to pay the costs and fees. If the Eligible Individual loses, the court may order the Eligible Individual to pay the costs and fees (for example, if it finds
that the Eligible Individual’s claim is frivolous). 
 If an Eligible Individual has any questions about this Plan, the Eligible
Individual should contact the Administrator. If an Eligible Individual has any questions about this statement or about his or her rights under ERISA, or if an Eligible Individual needs assistance in obtaining documents from the Administrator, he or
she should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration,
U.S. Department of Labor, 200 Constitution Avenue N.W., Washington D.C. 20210. An Eligible Individual may also obtain certain publications about his or her rights and responsibilities under ERISA by calling the publications hotline of the Employee
Benefits Security Administration. 
 (n) Additional Information. 
  

			
	Plan Name:	  	 WildHorse Resource Development Corporation

Executive Change in Control and
 Severance Benefit
Plan

		
	Fiscal Year of Plan:	  	January 1 through December 31
		
	Type of Plan:	  	Top Hat Pension Plan
		
	Plan No.:	  	510
		
	Plan Sponsor:	  	WildHorse Resource Development Corporation


  
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		  	9805 Katy Freeway
		  	Suite 400
		  	Houston, TX 77024
		  	Phone: (713) 568-4910
		  	Employer I.D. Number: 81-3470246
		
	Plan Administrator:	  	WildHorse Resource Development Corporation
		  	9805 Katy Freeway
		  	Suite 400
		  	Houston, TX 77024
		  	Phone: (713) 568-4910
		
	Agent for Service	  	General Counsel of the Company,
	of Legal Process:	  	Process shall be served at the address specified above.

 [Signature Page Follows] 

  
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 EXECUTED this      day of
                     , 2016. 
  

WILDHORSE RESOURCE DEVELOPMENT CORPORATION 

			
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page 

  
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