Nonqualified Stock Option Agreement



 Exhibit 10.1 
 NONQUALIFIED STOCK OPTION AGREEMENT 
 MATADOR RESOURCES COMPANY

 2012 LONG-TERM INCENTIVE PLAN 
 1. Grant of Option. Pursuant to the Matador Resources Company 2012 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Matador
Resources Company, a Texas corporation (the “Company”), the Company grants to 
  

	
	 Wade Massad

	(the “Participant”),

 an option (the “Option” or “Stock Option”) to purchase a total of One
Hundred Fifty Thousand (150,000) full shares of Common Stock of the Company (the “Optioned Shares”) at an “Option Price” equal to $12.00 per share (being the Fair Market Value per share of the
Common Stock on the Date of Grant). 
 The “Date of Grant” of this Stock Option is
February 1, 2012. The “Option Period” shall commence on the Date of Grant and shall expire on the date immediately preceding the tenth (10th) anniversary of the Date of Grant, unless terminated earlier in accordance with Section 4 below. The
Stock Option is a Nonqualified Stock Option. This Stock Option is intended to comply with the provisions governing nonqualified stock options under the final Treasury Regulations issued on April 17, 2007, in order to exempt this Stock Option
from application of Section 409A of the Code. 
 2. Subject to Plan. The Stock Option and its exercise are subject
to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Nonqualified Stock Option Agreement (the “Agreement”). The capitalized
terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. The Stock Option is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant in
writing. 
 3. Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: 
 a. One third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall be exercisable on December 1, 2012, provided the Participant is employed by the Company or a
Subsidiary on that date. 
 b. One third (1/3) of the total Optioned Shares shall vest and that portion of
the Stock Option shall become exercisable on December 1, 2013, provided the Participant is employed by the Company or a Subsidiary on that date. 
 c. One third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on December 1, 2014, provided the Participant is employed by the Company
or a Subsidiary on that date. 
 In the event that a Change in Control (as such term is defined in that certain Employment
Agreement, effective as of December 1, 2011, by and between the Company and the Participant (the “Employment Agreement”)) occurs, then immediately prior to the effective date of such Change in Control, the total Optioned
Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable. 







 4. Term; Forfeiture. 

a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to
Optioned Shares which are not vested on the date of the Participant’s Termination (as such term is set forth in the Employment Agreement), the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that
relates to Optioned Shares which are vested will terminate at the first of the following to occur: 
 i. 5 p.m.
on the date the Option Period terminates; 
 ii. 5 p.m. on the date which is twelve (12) months following
the date of the Participant’s Termination due to Partial or Total Disability (as such terms are set forth in the Employment Agreement); 
 iii. immediately upon the Participant’s Termination by the Company for Just Cause (as defined herein); 
 iv. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s Termination for any reason not otherwise specified in this Section 4.a. (other than due to
the Participant’s death, in which case, Section 4.a.i. applies); 
 v. 5 p.m. on the date the
Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. 
 b.
For purposes hereof, “Just Cause” shall mean (i) the Participant’s continued and material failure to perform the duties of his employment consistent with the Participant’s position, except as a result of being
Partially Disabled (during any period of Partial Disability) or Totally Disabled, (ii) the Participant’s failure to perform his material obligations under his employment agreement, if any, except as a result of being Partially Disabled
(during any period of Partial Disability) or Totally Disabled, or a material breach by the Participant of the Company’s written policies concerning discrimination, harassment or securities trading, (iii) the Participant’s refusal or
failure to follow lawful directives of the Board and his supervisor, except as a result of being Partially Disabled (during any period of Partial Disability) or Totally Disabled, (iv) the Participant’s commission of an act of fraud, theft,
or embezzlement, (v) the Participant’s indictment for or conviction of a felony or other crime involving moral turpitude, or (vi) the Participant’s intentional breach of fiduciary duty; provided, however, that the
Participant shall have thirty (30) days after written notice from the Board (or Nominating, Compensation and Planning Committee of the Board) to remedy any actions alleged under subsections (i), (ii) or (iii) in the manner reasonably
specified by the Board (or Nominating, Compensation and Planning Committee of the Board). 
 5. Who May Exercise. Subject
to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option may be exercised only by the Participant, or by the Participant’s guardian or personal or legal representative. If
the Participant’s Termination is due to his death prior to the dates specified in Section 4.a. hereof, and the Participant has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in
Section 3 hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Participant at any time prior to the date specified in Section 4.a.i. hereof: the
personal 

  
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representative of his estate, or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Participant; provided that the Stock
Option shall remain subject to the other terms of this Agreement, the Plan, and Applicable Laws, rules, and regulations. 
 6.
No Fractional Shares. The Stock Option may be exercised only with respect to full shares, and no fractional share of stock shall be issued. 
 7. Manner of Exercise. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee
setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such
notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable in any manner
permitted by the Plan. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of
Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. 
 Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be registered in the Participant’s name (or the person exercising the
Participant’s Stock Option in the event of his death) promptly after the Exercise Date. The obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall
determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. 
 If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such
Optioned Shares may be forfeited by the Participant. 
 8. Nonassignability. The Stock Option is not assignable or
transferable by the Participant except by will or by the laws of descent and distribution. 
 9. Rights as Shareholder.
The Participant will have no rights as a shareholder with respect to any of the Optioned Shares until the issuance of a certificate or certificates to the Participant or the registration of such shares in the Participant’s name for the shares
of Common Stock. The Optioned Shares shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 10 hereof, no adjustment shall be made for dividends or other rights for which the record date
is prior to the issuance of such certificate or certificates. The Participant, by his or her execution of this Agreement, agrees to execute any documents requested by the Company in connection with the issuance of the shares of Common Stock.

 10. Adjustment of Number of Optioned Shares and Related Matters. The number of shares of Common Stock covered by the
Stock Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan. 

  
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 11. Nonqualified Stock Option. The Stock Option shall not be treated as an Incentive
Stock Option. 
 12. Voting. The Participant, as record holder of some or all of the Optioned Shares following exercise
of this Stock Option, has the exclusive right to vote, or consent with respect to, such Optioned Shares until such time as the Optioned Shares are transferred in accordance with this Agreement; provided, however, that this Section
shall not create any voting right where the holders of such Optioned Shares otherwise have no such right. 
 13. Specific
Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall
be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement. 
 14.
Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he will not exercise the Stock Option granted hereby, and that the Company will not be obligated to issue any shares to the
Participant hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this
connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable Laws, rules, and regulations. 

15. Investment Representation. Unless the shares of Common Stock are issued to the Participant in a transaction registered under
applicable federal and state securities laws, by his execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be purchased hereunder will be acquired by the Participant for investment purposes for his
own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Common Stock is issued to him in a transaction registered under the applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws or the
Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. 
 16. Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his or her review by the Company, and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Stock Option subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee
or the Board, as appropriate, upon any questions arising under the Plan or this Agreement. 
 17. Law Governing. This
Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of Texas law that might refer the governance, construction, or interpretation of this
Agreement to the laws of another state). 
 18. No Right to Continue Service or Employment. Nothing herein shall be
construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee, a Contractor or an Outside Director, or interfere with or restrict in any way the right of
the Company or any Subsidiary to discharge the Participant as an Employee, Contractor or Outside Director at any time. 

  
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 19. Legal Construction. In the event that any one or more of the terms, provisions,
or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall
not affect any other term, provision, or agreement that is contained in this Agreement and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

 20. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this
Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement. 
 21. Entire Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the
subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this
Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect. 
 22. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs,
executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. 
 23. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided,
however, that the Company may change or modify this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or
exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan. 

24. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not
constitute substantive matters to be considered in construing the terms and provisions of this Agreement. 
 25. Gender and
Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 

  
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 26. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance
herewith: 
 a. Notice to the Company shall be addressed and delivered as follows: 

Matador Resources Company 
 5400 LBJ Fwy, Suite 1500 
 Dallas, TX 75240 

Attn: General Counsel 
 Facsimile: (972) 371-5201 
 b. Notice to the Participant shall
be addressed and delivered as set forth on the signature page. 
 27. Tax Requirements. The Participant is hereby advised
to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 27, the term “Company” shall be
deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with this
Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the
Participant’s income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such
payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the
Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date
of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole
discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the
required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. 

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[Remainder of Page Intentionally Left Blank 
 Signature Page Follows.] 

  
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof. 

 

			
	COMPANY:
	
	MATADOR RESOURCES COMPANY
		
	By:	 	 /s/ Joseph Wm. Foran

	Name:	 	Joseph Wm. Foran
	Title:	 	Chairman, President and Chief Executive Officer
	
	PARTICIPANT:
	
	 /s/ Wade Massad

	Signature
		
	Name:	 	Wade Massad
	Address: