Form of Restricted Stock Unit Award Agreement



 Exhibit 10.39 
 FORM OF 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 

MATADOR RESOURCES COMPANY 
 2012 LONG-TERM INCENTIVE PLAN 
 1. Award of Restricted Stock Units.
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 
  
  

(the “Participant”) 
 an Outside Director of the Company, an Award under the Plan for
                         (            ) Restricted
Stock Units (the “Awarded Units”) which may be converted into the number of shares of Common Stock of the Company equal to the number of Restricted Stock Units, subject to the terms and conditions of the Plan and this
Restricted Stock Unit Award Agreement (this “Agreement”). The “Date of Grant” of this Restricted Stock Unit Award is
                            , 20        . Each Awarded
Unit shall be a notional share of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a share of Common Stock at any time. 
 2. Subject to Plan. This Agreement is 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
Agreement. To the extent the terms of the Plan are inconsistent with the provisions of the Agreement, this Agreement shall control. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the
Plan. This Agreement 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 Delivery of Shares. Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested
RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.” 
 a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall be vested as follows: 

i. One-third (1/3) of the total Awarded Units shall vest on the first anniversary of the Date of Grant and become
Vested RSUs, provided the Participant is providing services to the Company or a Subsidiary on that date. 
 ii.
One-third (1/3) of the total Awarded Units shall vest on the second anniversary of the Date of Grant and become Vested RSUs, provided the Participant is providing services to the Company or a Subsidiary on that date. 

iii. One-third (1/3) of the total Awarded Units shall vest on the third anniversary of the Date of Grant and become
Vested RSUs, provided the Participant is providing services to the Company or a Subsidiary on that date. 







 Notwithstanding the foregoing, upon the occurrence of a Change in Control, all Unvested RSUs
shall immediately become Vested RSUs. 
 b. Subject to the provisions of the Plan and this
Agreement, within thirty (30) days of the vesting of Awarded Units, and in no event later than two and a half (2 1/2) months following the close of the calendar year in which the Awarded Units vest in accordance with Section 3.a. above, the Company shall convert the Vested RSUs
into the number of whole shares of Common Stock equal to the number of Vested RSUs and shall deliver to the Participant or the Participant’s personal representative a number of shares of Common Stock equal to the number of Vested RSUs credited
to the Participant. 
 4. Forfeiture of Awarded Units. Except as otherwise provided in Section 3.a.
above, upon the Participant’s Termination of Service for any reason, the Participant shall be deemed to have forfeited all of the Participant’s Unvested RSUs. Upon forfeiture, all of the Participant’s rights with respect to the
forfeited Unvested RSUs shall cease and terminate, without any further obligations on the part of the Company. 
 5. Who May
Receive Converted Awarded Units. During the lifetime of the Participant, the Common Stock received upon conversion of Awarded Units may only be received by the Participant or his or her legal representative. If the Participant dies prior to the
date his or her Awarded Units are converted into shares of Common Stock as described in Section 3 above, the Common Stock relating to such converted Awarded Units may be received by any individual who is entitled to receive the property
of the Participant pursuant to the applicable laws of descent and distribution. 
 6. No Fractional Shares. Awarded Units
may be converted only with respect to full shares, and no fractional share of Common Stock shall be issued. 
 7.
Nonassignability. The Awarded Units are not assignable or transferable by the Participant except by will or by the laws of descent and distribution. 
 8. Rights as Shareholder. The Participant will have no rights as a shareholder with respect to any shares covered by this Agreement 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 Awarded Units shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 9
hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such shares of Common Stock. 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 such shares of Common Stock. 
 9. Adjustment of Number of
Awarded Units and Related Matters. The number of shares of Common Stock covered by the Awarded Units shall be subject to adjustment in accordance with Articles 11-13 of the Plan. 

10. 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. 

11. Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that the
Company will not be obligated to issue any shares of Common Stock to the Participant hereunder, if the issuance of such shares shall constitute a violation by the Participant or the Company of any


  
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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. 
 12. 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 acquired 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. 
 13. 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 Award 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. 

14. 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). 

15. No Right to Continue Service. Nothing herein shall be construed to confer upon the Participant the right to continue to
provide services to the Company or any Subsidiary, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant at any time. 

16. 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. 

17. 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. 

18. 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, 

  
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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. 

19. 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. 

20. 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. 
 21. 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. 
 22. 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. 
 23. 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. 


24. 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 Participant, as an Outside Director, shall be solely responsible for withholding taxes or any necessary payments to any taxing authority in connection with the conversion of the Awarded Units. 

* * * * * * * * 

[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 or her 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:	 	 
	Name:	 	 
	Title:	 	 


  

			
	PARTICIPANT:
		
		 	 
		 	Signature


  

					
	
			
	Name:	 		 	 
	Address:	 		 	 
		 		 	 



  
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