exv10w1






Exhibit 10.1




AMENDED AND RESTATED

RANGE RESOURCES CORPORATION

EXECUTIVE CHANGE IN CONTROL

SEVERANCE BENEFIT PLAN





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II PURPOSE AND HISTORY OF THE PLAN
	 	 	6	 
	2.1 Purpose and History
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III SEVERANCE BENEFITS
	 	 	6	 
	3.1 Severance Benefits
	 	 	6	 
	3.2 Acceleration of Equity Awards
	 	 	7	 
	3.3 Release
	 	 	8	 
	3.4 Voluntary Termination; Termination for Cause, Disability, or Death
	 	 	8	 
	3.5 Form and Time of Benefit
	 	 	8	 
	3.6 Gross-Up for Certain Taxes
	 	 	9	 
	3.7 Employment by Buyer
	 	 	10	 
	3.8 Termination in Anticipation of Change in Control
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV CLAIMS PROCEDURE
	 	 	11	 
	4.1 Claims
	 	 	11	 
	4.2 Arbitration
	 	 	12	 
	 
	 	 	 	 
	ARTICLE V FUNDING OF THE PLAN
	 	 	14	 
	5.1 Source of Benefits
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VI ADMINISTRATION OF THE PLAN
	 	 	14	 
	6.1 Plan Administration and Interpretation
	 	 	14	 
	6.2 Powers, Duties and Procedures, Etc
	 	 	14	 
	6.3 Information
	 	 	14	 
	6.4 Indemnification of Plan Administrator
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VII AMENDMENT AND TERMINATION OF THE PLAN
	 	 	15	 
	7.1 Right to Amend
	 	 	15	 
	7.2 Plan Term
	 	 	15	 
	7.3 Effect of Termination
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	16	 
	8.1 Nondisparagement
	 	 	16	 
	8.2 No Guarantee of Employment
	 	 	16	 
	8.3 Payments to Minors and Incompetents
	 	 	16	 
	8.4 No Vested Right to Benefits
	 	 	17	 
	8.5 Non-alienation of Benefits
	 	 	17	 
	8.6 Jurisdiction
	 	 	17	 
	8.7 Severability
	 	 	17	 
	8.8 Tax Withholding
	 	 	17	 
	8.9 Overpayment
	 	 	17	 
	8.10 Successors
	 	 	17	 
	8.11 Compliance with 409A
	 	 	18	 







(i)









 








AMENDED AND RESTATED

RANGE RESOURCES CORPORATION

EXECUTIVE CHANGE IN CONTROL

SEVERANCE BENEFIT PLAN




ARTICLE I




DEFINITIONS





	1.1	 	Definitions. Unless otherwise required by context, the capitalized terms used herein
shall have the meaning set forth below.






	 	(a)	 	“Base Salary” means the Employee’s annual gross rate of base pay, including
vacation and holiday pay, sick leave compensation, and amounts reduced from the
Employee’s base compensation and contributed on the Employee’s behalf as deferrals
under any qualified or non-qualified employee benefit plans sponsored by the Employer
(i) in effect immediately prior to an Involuntary Termination of Employment, or (ii) if
greater, in effect immediately prior to a Change in Control. Base Salary shall not
include bonus, incentive pay, overtime pay, auto or travel allowance, or any other
benefits, items of compensation or special allowances (other than amounts specified in
the preceding sentence) for which the Employee is eligible.
	 
	 	(b)	 	“Beneficiary” means the individual or other legal entity designated by the
Eligible Employee in the manner and form approved by the Plan Administrator, or, if
there is no such designation the Eligible Employee’s spouse, or, if a Beneficiary does
not survive the Eligible Employee, the Eligible Employee’s estate.
	 
	 	(c)	 	“Board” means the Board of Directors of the Company.
	 
	 	(d)	 	“Bonus” means the average of the annual bonus awards paid or awarded (in cash
and/or equity securities of the Company (which shall be valued based on the fair market
value of the securities on the date of grant without regard to any discount for risk of
forfeiture)) to the Employee for the three fiscal years (or fewer, to the extent the
Employee was not an Employee or was not eligible to participate in the Employer’s
annual incentive award program in all three fiscal years; however, any bonus paid for
less than a full fiscal year shall be annualized for purposes of this Plan) ending
immediately prior to the fiscal year of the Company (i) in which an Involuntary
Termination of Employment occurs or, if greater, (ii) in which a Change in Control
occurs or, if annual bonuses for the most recently ended fiscal year have not been paid
or awarded for such fiscal year as of the date of the Involuntary Termination of
Employment or Change in Control, as applicable, the average bonus for the three fiscal
years prior to the most recently ended fiscal year.





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	 	(e)	 	“Cause” means (i) an act or acts of dishonesty by an Eligible Employee
constituting a felony under applicable law, and/or (ii) any act resulting or intending
to result directly or indirectly in gain to or personal enrichment of the Eligible
Employee at the Employer’s expense. Notwithstanding the foregoing, the Eligible
Employee shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Eligible Employee a copy of a resolution finding that
in the good faith opinion of the Board the Eligible Employee was guilty of conduct
constituting Cause as provided in clause (i) or (ii) above, which resolution shall have
been duly adopted by the affirmative vote of not less than a majority of the Board at a
meeting of the Board called and held (after reasonable notice and opportunity for the
Eligible Employee, together with counsel, to be heard before the Board) for the purpose
of considering whether Cause exists. If an Employee disagrees with a Board
determination that Cause exists with respect to such Employee, the Employee may file a
claim pursuant to Article IV within 30 days after Employee’s receipt of the resolution
of the Board finding that Cause exists.
	 
	 	(f)	 	“Change in Control” means the occurrence of any of the following events:






     (i) Change in Board Composition. Persons who constitute the members of
the Board as of the date hereof (the “Incumbent Directors”), cease for any reason to
constitute at least a majority of members of the Board; provided that any Person
becoming a director of the Company subsequent to the date hereof shall be considered
an Incumbent Director if such Person’s appointment, election or nomination was
approved by a vote of at least 50% of the Incumbent Directors; but provided,
further, that any such Person whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of members of
the Board or other actual or threatened solicitation of proxies or consents by or on
behalf of a “person” (within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the
Board, including by reason of agreement intended to avoid or settle any such actual
or threatened contest or solicitation, shall not be considered an Incumbent
Director;




     (ii) Business Combination. Consummation of (x) a reorganization,
merger or consolidation or sale or other disposition of all or substantially all of
the assets of the Company, whether in one or a series of related transactions, or
(y) the acquisition of assets or stock of another entity by the Company (either, a
“Business Combination”), excluding, however, any Business Combination pursuant to
which:




     (A) Persons who were the beneficial owners, respectively, of
the then outstanding shares of common stock, par value $0.01 per
share, of the Company (the “Outstanding Stock”) and the combined
voting power of the then outstanding securities entitled to vote
generally in the election of directors



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of the Company (the
“Outstanding Company Voting
Securities”) immediately prior to such Business Combination
beneficially own, upon consummation of such Business Combination,
directly or indirectly, more than 50% of the then outstanding
shares of common stock (or similar securities or interests in the
case of an entity other than a corporation) and more than 50% of
the combined voting power of the then outstanding securities (or
interests) entitled to vote generally in the election of
directors (or in the selection of any other similar governing
body in the case of an entity other than a corporation) of the
Surviving Corporation (as defined below) in substantially the
same proportions as their ownership of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination;




     (B) no Person (other than the Company, any Subsidiary, any
employee benefit plan of the Company or any Subsidiary or any
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary of the Company) or
group (within the meaning of Rule 13d-5 promulgated under the
Exchange Act) (“Group”) becomes the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act)
(“Beneficial Owner”) of 35% or more of either (x) the then
outstanding shares of common stock (or similar securities or
interests in the case of an entity other than a corporation) of
the Surviving Corporation, or (y) the combined voting power of
the then outstanding securities (or interests) entitled to vote
generally in the election of directors (or in the selection of
any other similar governing body in the case of an entity other
than a corporation) of the Surviving Corporation; and




     (C) individuals who were Incumbent Directors at the time of
the execution of the initial agreement or of the action of the
Board providing for such Business Combination constitute at least
a majority of the members of the board of directors (or of any
similar governing body in the case of an entity other than a
corporation) of the Surviving Corporation;




where, for purposes of this clause (ii), the term “Surviving Corporation” means the
entity resulting from a Business Combination or, if such entity is a direct or
indirect Subsidiary of another entity, the entity that is the ultimate parent of
the entity resulting from such Business Combination.



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     (iii) Stock Acquisition. Any Person (other than the Company, any
Subsidiary, any employee benefit plan of the Company or any Subsidiary or any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any Subsidiary of the Company) or Group becomes the Beneficial Owner
of 35% or more of either (x) the Outstanding Stock or (y) the Outstanding Company
Voting Securities; provided, however, that for purposes of this Section 1.1(f)(iii),
no Change in Control shall be deemed to have occurred as a result of the following
acquisitions: (A) any acquisition directly from the Company; or (B) any acquisition
by a Person pursuant to a Business Combination which complies with clauses (A), (B)
and (C) of Section 1.1(f)(ii); or




     (iv) Liquidation. Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company (or, if no such approval is
required, the consummation of such a liquidation or dissolution).




	 	(g)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(h)	 	“Company” means Range Resources Corporation and any successor thereto,
including “Buyer” as defined in Section 3.7.
	 
	 	(i)	 	“Disability” means the Employee either (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months or (ii) is, by reason of any medically
determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Employer.
	 
	 	(j)	 	“Effective Date” means December 31, 2008.
	 
	 	(k)	 	“Eligible Employee” means each Employee who is designated by, and in the sole
discretion of, the Plan Administrator as a member of a select group of management or a
highly compensated Employee and as eligible to receive the severance benefits available
under the Plan and who executes and returns to the Plan Administrator a participation
agreement setting forth the Eligible Employee’s benefit multiple and pursuant to which
the Eligible Employee agrees to be subject to the terms of the Plan.
	 
	 	(l)	 	“Employee” means any individual who is employed by the Employer.
	 
	 	(m)	 	“Employer” means (i) the Company and each (direct and indirect) parent and
Subsidiary of the Company (or successor to the Company), (ii) any successor to the
Company by reorganization, merger or other consolidation or by acquisition of assets of
the Company, in any case described in this clause (ii) upon and following a Change in
Control, and (iii) all successors to such Persons described in the foregoing clause
(ii).




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	 	(n)	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	 	(o)	 	“Good Reason” means any of the following, without the Employee’s written
consent:






	 	(i)	 	a material diminution in the Employee’s duties, authority or
responsibilities;
	 
	 	(ii)	 	a material reduction in the Employee’s Base Salary; or
	 
	 	(iii)	 	a change by the Employer of 30 or more miles in the location
of the Employee’s principal place of employment from the location where the
Employee was principally employed prior to such Change in Control.






	 	 	 	If the Employee believes that an event constituting Good Reason has occurred, the
Employee must notify the Plan Administrator thereof within 90 days of the event.
The Employer shall have 30 days after receipt of such notice in which to remedy such
event. If the Plan Administrator does not remedy such event within such 30-day
period, the Employee may terminate the Employee’s employment for Good Reason at any
time within the following 30-day period by giving written notice to the Employer,
which termination will be an Involuntary Termination of Employment and if the Good
Reason Event occurred during the Protection Period, such termination of employment
shall be deemed to have occurred in the Protection Period. If the Plan
Administrator determines that Good Reason does or does not exist, then the Plan
Administrator shall provide written notice of such determination to the Employee
within 5 days after the Plan Administrator’s determination, and not later than 30
days after receipt of the notice of such event from the Employee. If the Plan
Administrator determines that Good Reason does not exist, then subject to Section
4.1, the Employee may file a claim pursuant to Article IV within 30 days after the
Employee’s receipt of written notice of the Plan Administrator’s determination.
	 
	 	(p)	 	“Involuntary Termination of Employment” means, with respect to any Eligible
Employee, (i) a termination of employment by such Eligible Employee for Good Reason or
(ii) a termination of such Eligible Employee’s employment by the Employer other than
for Cause or Disability.
	 
	 	(q)	 	“Person” means any individual, group, partnership, limited liability company,
corporation, association, trust, or other entity or organization.
	 
	 	(r)	 	“Plan” means the Amended and Restated Range Resources Corporation Executive
Change in Control Severance Benefit Plan, as amended from time to time.
	 
	 	(s)	 	“Plan Administrator” means the committee or individual appointed by the Board
to administer the Plan, which may include the entire Board. The Compensation Committee
of the Board initially shall serve as the Plan Administrator.





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	 	(t)	 	“Protection Period” means the period beginning with the occurrence of a Change
in Control and ending on the last day of the 12th full calendar month following the
calendar month in which the Change in Control occurred.
	 
	 	(u)	 	“Subsidiary” means each corporation, joint venture, partnership, limited
liability company or other Person in which the Company or a parent of the Company owns,
directly or indirectly more than 50% of the total combined voting power of all equity
interests or more than 50% of the profits interest or capital interest of such entity.





ARTICLE II




PURPOSE AND HISTORY OF THE PLAN





	2.1	 	Purpose and History. The purpose of the Plan is to provide for the payment of severance
benefits to Eligible Employees due to an Involuntary Termination of Employment within the
Protection Period. The Plan was originally adopted effective as of March 28, 2005. This
amendment and restatement is effective as of the Effective Date.





ARTICLE III




SEVERANCE BENEFITS





	3.1	 	Severance Benefits. Any Eligible Employee who incurs an Involuntary Termination of
Employment during the Protection Period shall receive, subject to Section 3.3(b) and Section
3.5, the following severance benefits, subject to the limitations contained in this Plan.






	 	(a)	 	Severance Payment. A cash severance payment in an amount equal to the product
of (i) the benefit multiple set forth in the participation agreement delivered to the
participant by the Plan Administrator, multiplied by (ii) the sum of the Eligible
Employee’s Base Salary and Bonus, less applicable withholding taxes.
	 
	 	(b)	 	Welfare Benefit Insurance Continuation. For a period equal to the product of
one year multiplied by the benefit multiple set forth in the participation agreement
delivered to the Eligible Employee by the Plan Administrator from the date of the
Eligible Employee’s Involuntary Termination of Employment, but not after the end of the
second calendar year following the year in which the Involuntary Termination of
Employment occurred, the Eligible Employee (and, if applicable, the Eligible Employee’s
spouse and minor children) shall continue to participate in any medical, dental, life
and disability insurance, and any other insurance arrangement in which such person(s)
were participating immediately prior to




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(i) the date of the Involuntary Termination of Employment or (ii) if greater, the
Change in Control, provided, that, the continued participation of such person(s) is
possible under the general terms and provisions of such plans and arrangements. If
such continued participation is barred or such plans or arrangements are terminated
or discontinued, then the Employer shall arrange to provide such person(s) with
coverage substantially similar to that which such person(s) would otherwise have
been entitled to receive under such plans and arrangements, provided the Eligible
Employee pays to the Employer an amount equal to the premiums, or portion thereof,
that the Eligible Employee was required to pay to maintain such coverages for such
person(s) prior to the Involuntary Termination of Employment. Any coverage provided
pursuant to this Section 3.1(b) shall be reduced to the extent the same type of
coverage is provided by (or available from or under) any other employer of the
Eligible Employee or the Eligible Employee’s spouse, or Social Security, Medicare,
Medicaid, but only if participation in such other arrangement results in no greater
out-of-pocket cost to the Eligible Employee than the cost of coverage under the
Employer’s arrangements pursuant to this Section 3.1(b). Notwithstanding anything
herein to the contrary, the Employer shall take all actions necessary such that
neither the coverage nor the benefits provided to the Eligible Employee pursuant to
this Section 3.1(b) subject the Eligible Employee to tax thereon under Section 105
or 106 of the Code.




	3.2	 	Acceleration of Equity Awards.






	 	(a)	 	Notwithstanding anything to the contrary in any applicable equity award
agreement or other plan or arrangement maintained or sponsored by the Employer and
regardless of whether an Involuntary Termination of Employment occurs, upon the
occurrence of a Change in Control, any outstanding equity-based compensation awards
granted to the Eligible Employee by the Employer and outstanding as of the effective
time of the Change in Control shall become immediately fully vested and/or exercisable
and shall no longer be subject to a substantial risk of forfeiture or restrictions on
transferability, other than those imposed by applicable legislative or regulatory
requirements; provided, however, with respect to any such compensation that is subject
to Section 409A of the Code, the payment of such award shall be accelerated only upon a
“change of control event,” as defined in Section 409A and the Treasury regulations
thereunder.
	 
	 	(b)	 	Any outstanding equity-based award that vests pursuant to Section 3.2(a) and
that provides for exercise by the Eligible Employee will be exercisable following an
Involuntary Termination of Employment or any termination with the Employer due to death
or Disability on or after a Change in Control for the lesser of (i) the remaining term
of the award or (ii) one year following the latest to occur of (A) such termination of
employment, (B) in the event of a termination of employment in anticipation of a Change
in Control pursuant to Section 3.8, the actual occurrence of or consummation of such
Change in Control, or (C) in the event of a Change in Control pursuant to clause (iii)
of Section 1.1(f) as a result of





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	 	 	 	stockholder approval of a Business Combination, the
consummation of such Business Combination, after which time the award will terminate
and no longer
be exercisable. Following a termination of employment that is not an Involuntary
Termination of Employment or a termination due to death or Disability, other than a
termination by the Employer for Cause, any outstanding equity-based award that vests
pursuant to Section 3.2(a) and that provides for exercise by the Eligible Employer
will be exercisable for the lesser of (1) the remaining term of the award or (2) 30
days following such termination of employment after which time the award will
terminate and no longer be exercisable. Upon a termination of employment by the
Employer for Cause, any such awards will terminate and no longer be exercisable at
the time of a determination that Cause exists; provided, however, that if, following
the review of a Cause determination submitted to the Plan Administrator pursuant to
Article IV (including the arbitration provisions thereof) it is determined that
Cause did not exist, such award will be exercisable for the lesser of (a) the
remaining term of the award or (b) one year following the determination that Cause
did not exist. Notwithstanding the foregoing, nothing shall override the equity
plan’s committee or the Board’s ability to cancel or substitute awards in connection
with a Change in Control as provided in such equity plan, nor shall any extension of
the exercise period be more than 10 years from the original grant date of the award.






	3.3	 	Release. Each Eligible Employee shall as a precondition to the delivery of any payments
or benefits otherwise due hereunder execute and deliver to the Employer, and not revoke, a
general release of all employment related claims of every kind in the form attached hereto
as Attachment A. Unless such release becomes irrevocable within 60 days of the date of the
Eligible Employee’s date of Involuntary Termination of Employment, the Eligible Employee
shall not be entitled to any payments or benefits otherwise due hereunder. The Employer
must furnish such release to the Eligible Employee within seven days of his or her date of
Involuntary Termination of Employment.
	 
	3.4	 	Voluntary Termination; Termination for Cause, Disability, or Death. Notwithstanding any
other provision in the Plan to the contrary, any Eligible Employee (i) who voluntarily
terminates or resigns from employment with the Employer, other than for Good Reason, (ii)
whose employment is terminated by the Employer for Cause, or (iii) whose employment
terminates on account of Disability or death shall receive no severance benefits under the
Plan, except as provided in Section 3.2(b).
	 
	3.5	 	Form and Time of Benefit. The severance payment that becomes payable under Section
3.1(a), if any, shall be paid in a lump sum in cash as soon as administratively practicable
following the date the Eligible Employee’s release becomes irrevocable as provided in
Section 3.3(b) and in all events not later than the March 15 of the year following the year
in which the Eligible Employee’s Involuntary Termination of Employment occurs; provided,
however, with respect to an Eligible Employee who is, on the date of his Involuntary
Termination of Employment, a “specified employee,” as defined in the Treasury Regulations
under Section 409A of the Code, such payment shall be paid on the first day that is six
months from the Eligible Employee’s Involuntary Termination of





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	 	 	Employment (or, if earlier,
such Eligible Employee’s death) if such payment does not qualify as an exempt “short-term
deferral” or “separation payment” under Section 409A
of the Code and, if not so delayed, would be subject to the additional tax under Section
409A of the Code.
	 
	3.6	 	Gross-Up for Certain Taxes. In the event that any payments to an Eligible Employee
pursuant to this Plan or otherwise shall result in the Eligible Employee becoming liable for
the payment of any excise taxes pursuant to Section 4999 of the Code (“Excise Tax”), the
Eligible Employee shall be entitled to an additional payment equal to the amount of any such
Excise Taxes payable by the Eligible Employee pursuant to Section 4999 plus all taxes
applicable to the additional payment of such Excise Taxes, including any additional taxes
due under Section 4999 of the Code with respect to payments made pursuant to this provision.
Calculations for these purposes shall assume the highest marginal rate applicable at the
time of calculation. The intent of this Section is to provide that the Employer shall pay
the Eligible Employee an additional amount (the “Gross-Up Payment”) such that the net amount
retained by the Eligible Employee after deduction (a) of any Excise Tax imposed on the
payments and (b) of any Excise Tax and all other taxes imposed on the Gross-Up Payment shall
equal the payments. Such Gross-Up Payment shall be made not later than the time such taxes
are remitted to the applicable taxing authority, and in no event later than the Eligible
Employee’s tax year following the year of remittance.
	 
	 	 	If the Eligible Employee determines that the Eligible Employee is liable for an Excise Tax
with respect to a payment or other benefit, the Eligible Employee must promptly so notify
the Employer in writing. Upon receipt of such notice from the Eligible Employee, the
Employer must, within 20 days thereafter, either (i) notify the Eligible Employee, in
writing, that the Employer agrees with the Eligible Employee’s determination of Excise Tax
liability, in which case the Employer shall become obligated to immediately pay to the
Eligible Employee the Gross-Up Payment, or (ii) submit to the Eligible Employee an opinion,
prepared by counsel of the Employer’s choice which counsel is reasonably satisfactory to the
Eligible Employee, that the Eligible Employee is not liable for the Excise Tax (the “Tax
Opinion”).
	 
	 	 	If the Tax Opinion is provided to the Eligible Employee and the Eligible Employee chooses
not to contest the assessment, at any later time, by the Internal Revenue Service (“IRS”) of
the Excise Tax, the Employer shall be relieved of its obligation to make the Gross-Up
Payment specified hereunder. If the Eligible Employee chooses to contest the assessment, at
any later time, by the IRS of the Excise Tax after receipt of the Tax Opinion, the Eligible
Employee may do so with counsel of the Eligible Employee’s choice that is reasonably
satisfactory to the Employer and the reasonable legal fees and expenses of such contest
shall be paid by the Employer, on a monthly basis, subject to the Employer’s receipt of
proper documentation therefore. If the Excise Tax is contested, with counsel reasonably
satisfactory to the Employer, then the Employer shall pay to the Eligible Employee the
Gross-Up Payment upon the earlier of ten (10) days after (A) the entry of a final judgment,
decree, or other order by a court of competent jurisdiction that the Eligible Employee is
liable for the Excise Tax, or (B) a mutual determination of the Eligible Employee and the
Employer not to proceed further with the contest; provided,





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	 	 	however, such payment will not
be paid prior to the date that is six (6) months after the Employee’s Involuntary
Termination of Employment if such payment will violate section
409A of the Code. The Employer also shall reimburse the Eligible Employee at that time for
any penalties and interest attributable to any delay in payment of the Excise Tax that
results from a decision by the Eligible Employee not to pay the Excise Tax liability based
upon the Tax Opinion or a decision by the Employer not to pay the Excise Tax due to the Tax
Opinion.
	 
	 	 	If the IRS notifies the Eligible Employee in writing that the Excise Tax will or may be
assessed against the Eligible Employee, if the Employer provides the Eligible Employee with
the Tax Opinion specified herein, and if the Eligible Employee chooses to contest the
assertion of the Excise Tax, then the Employer shall, provided counsel for the Employer
determines such action does not violate applicable law, obtain and deliver to the Eligible
Employee an irrevocable standby letter of credit (the “Letter of Credit”) (provided such
Letter of Credit does not jeopardize the “unfunded” status of the Plan or violate the
limitations of section 409A of the Code) issued by a bank acceptable to the Eligible
Employee and the Employer in an amount equal to the amount of the Employer’s potential
payment obligation herein including penalties and interest, computed as if the Excise Tax
were paid to the IRS on the date the Letter of Credit was obtained. Immediately upon the
earlier of (1) a determination letter (within the meaning of section 1313 of the Code) that
the Eligible Employee is not liable for the Excise Tax, or (2) the Employer’s payment to the
Eligible Employee of the full amount of its obligation herein, the Eligible Employee shall
mark the Letter of Credit “canceled” and return it to the Employer. In lieu of such a
Letter of Credit, the Employer may choose to secure its obligations hereunder by
establishing an appropriate escrow account with terms reasonably satisfactory to the
Eligible Employee, provided counsel for the Employer determines such action does not violate
applicable law, and by depositing therein the same amount as would be required for the
Letter of Credit. The obligations contained in this Section shall survive the termination
or expiration of the Eligible Employee’s employment with the Employer and shall be fully
enforceable thereafter.
	 
	3.7	 	Employment by Buyer. Notwithstanding the foregoing provisions of this Article III, if
there shall be a Change in Control in which the Company is not a surviving corporation, and
the Eligible Employee is offered or continues employment, as the case may be, (on terms that
would not give rise to Good Reason if such employment was with the Employer) with the
purchaser or Person into which the Company is merged or consolidated, as applicable, or any
of its affiliates (“Buyer”) upon consummation of such transaction, then the Eligible
Employee shall not be entitled to the severance compensation as provided in Section 3.1
solely as a result of such transaction. In any such event, however, the Eligible Employee
shall be entitled to such severance compensation as provided in Section 3.1 if, within the
Protection Period, either (i) such Eligible Employee’s employment with the Employer (which
shall include Buyer and its affiliates) shall be terminated by the Employer other than on
account of (x) Cause or (y) such Eligible Employee’s Disability, or (ii) such Eligible
Employee shall terminate from employment with the Employer for Good Reason.




-10-









 












	3.8	 	Termination in Anticipation of Change in Control. If an Eligible Employee’s employment
is terminated pursuant to an Involuntary Termination of Employment within
the six-month period prior to a Change in Control and such Eligible Employee reasonably
demonstrates that such termination, or act or event giving rise to Good Reason, (a) was at
the request of a Person who had indicated an intention or taken steps reasonably calculated
to effect such Change in Control and who thereafter effectuates a Change in Control or (b)
otherwise occurred in connection with, or in anticipation of, a Change in Control event, and
the Change in Control actually occurs, then for all purposes hereof, the Eligible Employee’s
Involuntary Termination of Employment shall be deemed to have occurred on the date of a
Change in Control. Any claim by an Eligible Employee that an Involuntary Termination of
Employment occurred in connection with or in anticipation of a Change in Control shall be
submitted to the Plan Administrator pursuant to Article IV within 90 days following the
Change in Control. Within 30 days following such claim the Plan Administrator shall
determine whether or not an Involuntary Termination of Employment occurred in connection
with or in anticipation of the Change in Control.





ARTICLE IV




CLAIMS PROCEDURE





	4.1	 	Claims. This Section 4.1 sets forth the procedures governing claims for benefits under
the Plan. Claims for benefits by an Eligible Employee or a Beneficiary (a “Claimant”) must
be in writing and mailed or delivered to the Plan Administrator.






	 	(a)	 	Notice of Benefit Determination. Within a reasonable period of time, but not
more than 10 days after receipt of a claim, a decision will be made thereon, unless
special circumstances require an extension of time for processing the claim. If such
extension is required, written notice shall be furnished to the Claimant within 10 days
of the date the claim was filed stating the specific circumstances requiring an
extension of time and the date by which a decision on the claim can be expected, which
shall be no more than 40 days from the date the claim was filed. If no notice of
denial is provided as described herein, the Claimant may appeal as though the claim had
been denied.
	 
	 	 	 	If the Plan Administrator denies a claim for benefits under the Plan in whole or in
part, he or she will give written notice thereof to the Claimant, setting forth in a
manner calculated to be understood by the Claimant (i) the specific reason or
reasons for the denial, (ii) specific reference to the pertinent Plan provisions on
which the denial is based, (iii) a description of any additional materials or
information necessary for the Claimant to perfect the claim, (iv) an explanation of
why such material or information is necessary, (v) how and when to appeal the
decision, and (vi) the right of the Claimant to submit a claim to binding
arbitration, pursuant to Section 4.2, after completing the appeal process described
below.




-11-









 












	 	 	 	Such notice also will explain that, upon written request mailed or delivered to the
Plan Administrator within 60 days after such denial, Claimant may have a full and
fair review by the Plan Administrator of the decision denying the claim.
	 
	 	(b)	 	Full and Fair Review of Adverse Benefit Determination. Such review will be
conducted by the Plan Administrator in a hearing at his or her office at such time as
he or she designates. The Plan Administrator will give written notice of such place
and time to the Claimant a reasonable time before the hearing. At the hearing, the
Claimant may present evidence, examine the evidence against the Claimant, review
pertinent documents, submit issues, comments, documents, records or other information
to support the Claimant’s rights to benefits (without regard to whether such
information was submitted or considered in the initial claim), and make arguments, all
in person, in writing, by counsel or any combination thereof. The Claimant will be
provided, upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the Claimant’s claim. The Plan
Administrator may apply such reasonable rules of evidence as he deems appropriate.
	 
	 	(c)	 	Notice of Benefit Determination on Review. Within a reasonable time after the
hearing, not later than 10 days after the Plan Administrator receives the request for
review (unless, due to unusual circumstances this period is extended by up to 30
additional days if the Claimant is given notice of the extension before the initial 10
days has expired), the Plan Administrator will make a decision and give the Claimant
written notice thereof, setting forth (i) the specific reasons for the decision,
written in a manner calculated to be understood by the Claimant, (ii) specific
references to the pertinent Plan provisions on which the decision is based, (iii) a
statement that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information
relevant to the claim, and (iv) a statement about the Claimant’s right to submit a
claim to arbitration pursuant to Section 4.2 below. The Plan Administrator has
discretion to make the decision; therefore the decision of the Plan Administrator shall
be final and binding.






	4.2	 	Arbitration. In the event any claim, demand, cause of action, dispute, controversy or
other matter in question (“Claim”) arises out of this Plan (or its termination), whether
arising in contract, tort or otherwise and whether provided by statute, equity or common
law, that the Employer may have against an Employee or that an Employee may have against the
Employer, or any of the Employer’s affiliates, or any of the foregoing entities’ respective
officers, directors, employees or agents in their capacity as such or otherwise, and is not
resolved by the mutual written agreement between the Employee and the Employer, or
otherwise, within 10 days after notice of determination on review is provided pursuant to
Section 4.1, then, upon the written request of the Employee or the Employer, such dispute or
controversy shall be submitted to binding arbitration following the exhaustion of the claims
procedures described in Section 4.1 above. Any arbitration shall be conducted in accordance
with the Federal Arbitration Act (“FAA”) and, to the extent an issue is not addressed by the
FAA or the FAA does not apply, with the then-current National Rules for the Resolution of
Employment Disputes of the American 




-12-









 






	 	 	Arbitration Association (“AAA”) or other rules of the
AAA as applicable to the claims asserted. If a party refuses to honor its obligations under
this Section, the other party may compel arbitration in either federal or state court. The
arbitrators shall apply the substantive law of Texas (excluding Texas choice-of-law
principles that might call for the
application of some other state’s law) or federal law, or both as applicable to the claims
asserted. The arbitrators shall have exclusive authority to resolve any dispute relating to
the interpretation, applicability or enforceability of this Section, including any claim
that all or part of the Plan is void or voidable and any claim that an issue is not subject
to arbitration. The results of arbitration will be binding and conclusive on the parties
hereto. Any arbitrators’ award or finding or any judgment or verdict thereon will be final
and unappealable. All parties agree that venue for arbitration will be in Tarrant County,
Texas, and that any arbitration commenced in any other venue will be transferred to Tarrant
County, Texas, upon the written request of a party to the arbitration. The prevailing party
will be entitled to reimbursement for reasonable attorneys fees, reasonable costs and other
reasonable expenses pertaining to the arbitration and the enforcement thereof and such
attorneys fees, costs and other expenses shall become a part of any award, judgment or
verdict. All arbitrations will have three individuals acting as arbitrators: one arbitrator
will be selected by the Employee, one arbitrator will be selected by the Employer, and the
two arbitrators so selected will select a third arbitrator; provided that (a) the Employee
or the Employer shall use reasonably diligent efforts to select their respective arbitrator
within 60 days after a matter is submitted to arbitration and (b) the parties (including
arbitrators) shall not be limited to selecting arbitrators from only the AAA’s lists of
arbitrators. Any arbitrator selected by a party will not be affiliated, associated or
related to the party selecting that arbitrator in any matter whatsoever. The arbitrators
may use the AAA rules, but are encouraged to adopt rules the arbitrators deem appropriate to
accomplish the arbitration quickly and inexpensively. Accordingly, the arbitrators may
(i) dispense with any formal rules of evidence and allow hearsay testimony so as to limit
the number of witnesses required, (ii) act upon their understanding or interpretation of the
law on any issue without the obligation to research the issue or accept or act upon briefs
on the issue prepared by any party, (iii) limit the time for presentation of any party’s
case as well as the amount of information or number of witnesses to be presented in
connection with any hearing (provided that each party shall have the right to call at least
three witnesses), and (iv) impose any other rules which the arbitrators believe appropriate
to effect a resolution of the claims quickly and inexpensively. The types and amount of
discovery shall be conducted in accordance with the Federal Rules of Civil Procedure. The
arbitration hearing shall be conducted within 60 days after the selection of the
arbitrators. All privileges under state and federal law, including attorney-client, work
product and party communication privileges, shall be preserved and protected. The decision
of the majority of the arbitrators will be binding on all parties. Arbitrations will be
conducted in a manner so that the final decision of the arbitrators will be made and
provided to the Employee and the Employer no later than 120 days after a matter is submitted
to arbitration. All proceedings conducted pursuant to this Section, including any order,
decision or award of the arbitrators, shall be kept confidential by all parties. THE
EMPLOYEE ACKNOWLEDGES THAT BY PARTICIPATING IN THE PLAN, THE EMPLOYEE IS WAIVING ANY RIGHT




-13-









 






	 	 	THAT THE ELIGIBLE EMPLOYEE MAY HAVE TO A JURY TRIAL OR A COURT TRIAL IN CONNECTION WITH, OR
RELATING TO, A CLAIM BROUGHT UNDER SECTION 4.1 HEREOF.





ARTICLE V




FUNDING OF THE PLAN





	5.1	 	Source of Benefits. Benefits under the Plan shall be unfunded and shall be provided
from the general assets of the Employer.





ARTICLE VI




ADMINISTRATION OF THE PLAN





	6.1	 	Plan Administration and Interpretation. The Plan Administrator shall oversee the
administration of the Plan. The Plan Administrator shall have complete control and
authority to determine the rights and benefits of all claims, demands and actions arising
out of the provisions of the Plan of any Employee, Beneficiary, deceased Employee, or other
person having or claiming to have any interest under the Plan. The Plan Administrator shall
have complete discretion to interpret the Plan and to decide all matters under the Plan.
Such interpretation and decision shall be final, conclusive and binding on all Employees and
any person claiming under or through any Employee, in the absence of clear and convincing
evidence that the Plan Administrator acted arbitrarily and capriciously. Any individual(s)
serving as Plan Administrator who is an Eligible Employee will not vote or act on any matter
pertaining solely to himself or herself. When making a determination or calculation, the
Plan Administrator shall be entitled to rely on information furnished by an Employee, a
Beneficiary, or the Employer. The Plan Administrator shall have the responsibility for
complying with any reporting and disclosure requirements of ERISA.
	 
	6.2	 	Powers, Duties and Procedures, Etc. The Plan Administrator shall have such powers and
duties, may adopt such rules, may act in accordance with such procedures, may appoint such
officers or agents, and may delegate such powers and duties, as it shall determine in its
sole discretion.
	 
	6.3	 	Information. To enable the Plan Administrator to perform its functions, the Employer
shall supply full and timely information to the Plan Administrator on all matters relating
to the Base Salary, and/or Bonus of Eligible Employees, their employment, death, termination
of employment, and such other pertinent facts as the Plan Administrator may require.
	 
	6.4	 	Indemnification of Plan Administrator. The Employer agrees to indemnify and to defend
to the fullest extent permitted by law any director(s), officer(s), or employee(s) who serve
as Plan Administrator (including any such individual who formerly served as




-14-









 






	 	 	Plan Administrator), or to whom any administrative duties with respect to the Plan have been
delegated, against all liabilities, damages, costs and expenses (including attorneys’ fees
and amounts paid in settlement of any claims approved by the Employer) occasioned
by any act or omission to act in connection with the Plan, if such act or omission was
performed in good faith.





ARTICLE VII




AMENDMENT AND TERMINATION OF THE PLAN





	7.1	 	Right to Amend. Notwithstanding any provision of any other communication, either oral
or written, made by the Employer, by the Plan Administrator, or by any other individual or
entity to employees, to any service provider, or to any other individual or entity, the Plan
Administrator reserves the absolute and unconditional right to amend the Plan from time to
time on behalf of the Employer, including the right to reduce or eliminate benefits provided
pursuant to the provisions of the Plan as such provisions currently exist or may hereafter
exist, and the right to amend prospectively or retroactively; provided, however, no
amendment made effective during the Protection Period may decrease or diminish in any manner
any rights or benefits of any person who was an Eligible Employee under this Plan on the
Change in Control without such Eligible Employee’s prior written consent. All amendments to
the Plan shall be in writing and executed by a duly authorized representative of the Plan
Administrator, and any oral statements or representations made by the Employer, by the Plan
Administrator, or any other individual or entity that alter, modify, amend, or are
inconsistent with the written terms of the Plan shall be invalid and unenforceable and may
not be relied upon by any Employee, Beneficiary, service provider, or other individual or
entity.
	 
	7.2	 	Plan Term. This Plan was effective as of its adoption by the Board and has been
continued through December 31, 2008, subject to following:






	 	(a)	 	As of December 31, 2008, and on each December 31 thereafter, the term of the
Plan automatically shall be extended for one additional year unless, not later than the
preceding November 30, the Employer shall by resolution of the Board provide that the
Plan’s term shall not be extended; provided, however, if prior to any such resolution
the Company shall have entered into an agreement with a Person that would, if
consummated, constitute a Change in Control, then the term of this Plan automatically
shall be extended until the date such agreement is abandoned or, if the agreement is
consummated, the end of the Protection Period with respect to such Change in Control,
whichever is applicable.
	 
	 	(b)	 	If a Change in Control shall have occurred during the term of the Plan (as it
may be extended from time to time), the term of the Plan shall continue until the
expiration of the Protection Period.
	 
	 	(c)	 	Expiration of the term of the Plan shall not affect the ability of Eligible
Employees or the Employer to enforce their rights under the terms of this Plan




-15-









 






	 	 	 	with respect to benefits to which they become entitled prior to the expiration of the term
of this Plan.






	7.3	 	Effect of Termination. If the Plan is terminated, each Eligible Employee shall have no
further rights hereunder, and the Employer shall have no further obligations hereunder,
except as otherwise specifically provided under the terms of the Plan; provided, however,
that no termination shall diminish any vested accrued benefits arising from incurred but
unpaid claims of Eligible Employee or Beneficiaries existing prior to the effective date of
such termination.





ARTICLE VIII




MISCELLANEOUS PROVISIONS





	8.1	 	Nondisparagement. In return for consideration due to an Eligible Employee under the
Plan, each Employee agrees that he shall be prohibited from disparaging the Employer, the
Board, the Employer’s executives, its employees and its products or services during his
period of employment and thereafter. Similarly, the Employer is prohibited from disparaging
the Employee during his period of employment and thereafter. For purposes of this Section,
disparagement does not include (a) compliance with legal process or subpoenas to the extent
only truthful statements are rendered in such compliance attempt, (b) statements in response
to an inquiry from a court or regulatory body, and (c) statements or comments in rebuttal of
media stories or alleged media stories. The violation of this Section shall entitle the
Employer or Employee, as applicable, to complete relief from such violation including, but
not limited to, injunctive relief, damages as determined by an arbitrator, a termination of
payments pursuant to the Plan and a return of all payments paid pursuant to the Plan.
	 
	8.2	 	No Guarantee of Employment. Nothing herein shall alter the presumption of employment at
will. Nothing herein shall be construed to be a contract between the Employer and an
Employee, or to be consideration for or an inducement of the employment of any individual by
the Employer. Nothing herein shall grant any Employee the right to be retained in the
service of the Employer or limit in any way the right of the Employer to discharge or
terminate the service of any Employee at any time, without regard to the effect such
discharge or termination may have on any rights under the Plan.
	 
	8.3	 	Payments to Minors and Incompetents. If an Eligible Employee or beneficiary entitled to
receive any benefits under the Plan is a minor, is determined by the Plan Administrator to
be incompetent, or is adjudged by a court of competent jurisdiction to be legally incapable
of giving valid receipt and discharge for benefits provided under the Plan, the Plan
Administrator may pay such benefits to the duly appointed guardian or conservator of such
person or to any third party who is authorized (as determined by the Plan Administrator) to
receive any benefit under the Plan for the Eligible Employee or Beneficiary. Such payment
shall fully discharge all liabilities and obligations of the Plan Administrator under the
Plan with respect to such benefits.





-16-









 






	8.4	 	No Vested Right to Benefits. No Eligible Employee, nor anyone claiming a benefit
through such Eligible Employee, shall have any right to or interest in any benefits
hereunder, except as specifically provided herein.
	 
	8.5	 	Non-alienation of Benefits. Except as the Plan Administrator may otherwise permit by
rule or regulation, no interest in or benefit payable under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt by an Employee to anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge the same shall be void and of no effect; nor shall any interest
in or benefit payable under the Plan be in any way subject to any legal or equitable
process, including garnishment, attachment, levy, seizure, or lien. This provision shall be
construed to provide each Employee, or other person claiming any interest or benefit in the
Plan through an Employee, with the maximum protection afforded such Employee’s interest in
the Plan (and benefits thereunder) by law against alienation or encumbrance and against any
legal and equitable process, including garnishment, attachment, levy, seizure, or lien.
	 
	8.6	 	Jurisdiction. Except to the extent ERISA or any other federal law applies to the Plan
and preempts state law, the Plan shall be construed, enforced, and administered according to
the laws of the State of Texas without regard to its choice of law principles.
	 
	8.7	 	Severability. If any provision of the Plan is held illegal, invalid, or unenforceable
for any reason, that holding shall not affect the remaining provisions of the Plan.
Instead, the Plan shall be construed and enforced as if the illegal, invalid, or
unenforceable provision had not been included herein.
	 
	8.8	 	Tax Withholding. The Employer may withhold from any amounts payable under this Plan
such taxes as shall be required to be withheld pursuant to any applicable law or regulation.
The Employer may also withhold from such amounts any loans or other amounts due to the
Employer by the Employee.
	 
	8.9	 	Overpayment. If, due to mistake or for any other reason, a Person receives benefits
under the Plan in excess of what the Plan provides, that Person shall repay the overpayment
to the Employer in a lump sum within thirty (30) days of notice of the amount of
overpayment. If that Person fails to repay the overpayment, then without limiting any other
remedies available to the Employer, the Employer may deduct the amount, to the extent
allowable by law, of the overpayment from any other amounts payable to the Person. No
benefit shall be payable under both the Plan and any other change in control plan or
arrangement in effect prior to the adoption of the Plan. It is intended that the Plan will
supercede any change in control plans or arrangements in effect prior to the adoption of the
Plan.
	 
	8.10	 	Successors.






	 	(a)	 	This Plan shall be binding upon, and inure to the benefit of, the Employer,
Employees, and their respective successors, assigns, personal and legal




-17-









 






	 	 	 	representatives, executors, administrators, heirs, distributees, devisees, and
legatees, as applicable.
	 
	 	(b)	 	The Employer will require any successor (whether direct or indirect, by
purchase of securities, merger, consolidation, sale of assets, or otherwise), to all or
substantially all of the business or assets of the Employer, to expressly assume the
Plan and to agree to perform under this Plan in the same manner and to the same extent
that the Employer would be required to perform it if no such succession had taken
place. Failure of the Employer to obtain such agreement prior to the effectiveness of
any such succession shall entitle Eligible Employees to compensation from the Employer
in the same amount and on the same terms as they would be entitled to hereunder if they
incurred an Involuntarily Termination of Employment immediately following a Change in
Control.






	8.11	 	Compliance with 409A. This Plan is intended to comply in form with Section 409A of the
Code. Any provision of Section 409A that is required to be in the Plan is hereby
incorporated by reference and if any provision herein is in conflict with Section 409A, the
terms of Section 409A shall govern.






-18-









 








AMENDED AND RESTATED

RANGE RESOURCES CORPORATION

EXECUTIVE CHANGE IN CONTROL

SEVERANCE BENEFIT PLAN


PARTICIPATION AGREEMENT




[Date]




[Name




                                                            

                                                            

                                                            ]





			
	     Re:	 	Participation Agreement under the Amended and Restated Range Resources
Corporation Executive Change in Control Severance Benefit Plan





Dear [Name]:




     The board of directors (the “Board”) of Range Resources Corporation (the “Company”) has
adopted the Amended and Restated Range Resources Corporation Executive Change in Control Severance
Benefit Plan (the “Plan”) for a select group of management or highly compensated employees of the
Company. You have been selected by the Compensation Committee of the Board to participate in the
Plan. A copy of the Plan is being furnished to you concurrently with this Participation Agreement
(the “Agreement”) and shall be deemed a part of this Agreement as if fully set forth herein.



     Your “benefit multiple” for purposes of Sections 3.1(a) and (b) of the Plan is
                                        .



     By executing this Agreement, you indicate that you have read, understood and agree to the
terms of the Plan, including, but not limited to, Section 3.3 (regarding a general release, in the
form acceptable to the Company, to be executed by you) and Section 8.1 (regarding
nondisparagement). If you do not execute and return a copy of this Agreement to the Company,
within twenty (20) days of the date indicated above, indicating your acceptance of the terms and
conditions of the Plan, you will not be eligible to receive benefits thereunder.



	 	 	 	 	 	 	 	 	 
	 	 	RANGE RESOURCES CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





ACCEPTED:




                                                                 

[Name of Recipient]




Date:                                                             




 









 





Attachment A




AMENDED AND RESTATED

RANGE RESOURCES CORPORATION

EXECUTIVE CHANGE IN CONTROL

SEVERANCE BENEFIT PLAN

RELEASE AGREEMENT




     This Release Agreement (this “Agreement”) constitutes the release referred to in the Amended
and Restated Range Resources Corporation Executive Change in Control Severance Benefit Plan (the
“Plan”). This Agreement has been furnished to
                                         (“Employee”) on
                                        .




     (1) In exchange for Range Resources Corporation (the “Company”) paying to Employee the
severance amount, and providing to Employee the severance benefits, in accordance with
Article III of the Plan, which Employee acknowledges is good and valuable consideration to
which Employee would not otherwise be entitled, Employee hereby releases, discharges and
forever acquits the Company, its affiliates and the past, present and future stockholders,
members, partners, directors, officers, managers, employees, agents, attorneys, heirs, legal
representatives, successors and assigns of the foregoing, in their personal and
representative capacities (collectively, the “Company Parties”), from liability for, and
hereby waives, any and all claims, damages, or causes of action of any kind or character
related to, growing out of, or any way based upon or related to Employee’s employment with
any Company Party, the termination of such employment, and any other acts or omissions
related to any matter on or prior to the execution date of this Agreement by Employee,
including, without limitation, any alleged violation through the execution date of this
Agreement by Employee of: (i) the Age Discrimination in Employment Act of 1967, as amended;
(ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of
1991; (iv) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (v)
Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (vi) the Immigration
Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as
amended; (viii) the National Labor Relations Act, as amended; (ix) the Fair Labor Standards
Act, as amended; (x) the Occupational Safety and Health Act, as amended; (xi) the Family and
Medical Leave Act of 1993; (xii) any state anti-discrimination law; (xiii) any state wage
and hour law; (xiv) any other local, state or federal law, regulation or ordinance; (xv) any
public policy, contract, tort, or common law claim; and (xvi) any allegation for costs,
fees, or other expenses including attorneys’ fees incurred in these matters (collectively,
the “Released Claims”). However, in no event shall the Released Claims include (a) any
claim which arises after the date the Agreement is executed by Employee (b) any claim to
benefits under an employee benefit plan of a Company Party, (c) any benefits under any
deferred compensation plan or equity-based plan with any Company Party or (d) any rights
with respect to indemnification by a Company Party or to continued coverage under any
directors and officers liability insurance of Company Party, whether provided to Employee
pursuant to an employment agreement, Company by-laws, resolutions or otherwise. This
Agreement is not intended to indicate that any such claims exist or that, if they do exist,
they are meritorious. Rather, Employee is simply agreeing that, in exchange for the
consideration recited in the first sentence of this paragraph, any and all potential claims
of this nature that Employee may have against the Company Parties, regardless of whether
they actually exist, are expressly settled, compromised and waived.



 









 






By signing this Agreement, Employee is bound by it. Anyone who succeeds to Employee’s
rights and responsibilities, such as heirs or the executor of Employee’s estate, is also
bound by this Agreement. This release also applies to any claims brought by any person or
agency or class action under which Employee may have a right or benefit. THIS RELEASE
INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR
OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.




     (2) Employee agrees not to bring or join any lawsuit or governmental agency proceeding
against any of the Company Parties in any court or proceeding relating to any of the
Released Claims. Employee represents that Employee has not brought or joined any lawsuit or
proceeding or filed any charge or claim against any of the Company Parties in any court or
before any governmental agency and has made no assignment of any rights Employee has
asserted or may have against any of the Company Parties to any person or entity, in each
case, with respect to any Released Claims.




     (3) Employee acknowledges that his/her employment relationship with the Company Parties
has terminated effective for all purposes on                                          (the “Termination Date”).
Employee acknowledges that he/she is resigning all positions and offices he/she holds with
the Company Parties effective on the Termination Date. The Company hereby accepts
Employee’s resignation of employment and resignation of all his/her positions and offices
effective on the Termination Date.




     (4) By executing and delivering this Agreement, Employee acknowledges that:




     (i) Employee has carefully read this Agreement;




     (ii) Employee has had at least 45 days (the “Consideration Period”) to consider
this Agreement before the execution and delivery hereof to the Company;




     (iii) Employee has been and hereby is advised in writing that Employee may, at
Employee’s option and expense, discuss this Agreement with an attorney of Employee’s
choice and that Employee has had adequate opportunity to do so;




     (iv) Employee fully understands the final and binding effect of this Agreement
and Employee is signing this Agreement voluntarily and of Employee’s own free will,
and that Employee understands and agrees to each of the terms of this Agreement;




     (v) Employee fully understands that Employee must execute and return this
Agreement to the General Counsel of the Company prior to the end of the
Consideration Period; and




     (vi) No payment shall be made to Employee pursuant to the Plan unless Employee
executes this Agreement and such Agreement has become irrevocable



 









 






within 52 days of the Termination Date. In addition, if on the Termination
Date Employee is a “specified employee,” as defined in Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations
thereunder, the Company shall not make or begin to make any payments or provide any
benefits to Employee until the first day that is six months after Employee’s
termination, other than any payment that qualifies as a “short-term deferral” under
Section 409A or qualifies as an exempt separation payment, as provided in Treasury
Regulations Sec. 1.409A-1(b)(9) – the “two-year, two-time rule”. Any payments that
are so delayed as provided above shall be paid to Employee (or his beneficiary, if
applicable) (or Employee’s estate, as the case may be) in a single payment (without
interest) on (i) the first business day that is six months after the Termination
Date or (ii) Employee’s death, whichever occurs first.




(5)




     (i) The provisions of the Agreement are severable, and if any part of the
Agreement is found to be unlawful or unenforceable, then that part will be deemed
changed or deleted to the minimal extent necessary to make the entire Agreement
lawful and enforceable. The other provisions of this Agreement shall remain fully
valid and enforceable to the maximum extent consistent with applicable law.




     (ii) Employee acknowledges and agrees (i) the Company may withhold all
applicable taxes from the severance payments that the Company is required to
withhold, and (ii) the Company has encouraged Employee to seek advice from a
personal tax advisor regarding any possible tax consequences to Employee with
respect to such payments.




     (iii) Employee acknowledges and agrees that Employee: (i) was specifically
advised by the Company, and fully understands his/her rights, to discuss all aspects
of this Agreement with an attorney, his/her family and financial counselor, (ii)
has, to the extent he/she desires, availed himself/herself of these rights, (iii)
has carefully read and fully understands all the provisions of this Agreement, and
(iv) has entered into and executed this Agreement knowingly and voluntarily without
duress or coercion from the Company or any other source.




     (iv) Employee understands and agrees that this Agreement may not be used as
evidence in any proceeding against the Company Parties except in a proceeding based
solely upon a specific allegation by Employee that the Company Parties have breached
this Agreement or in a proceeding in which either party presents testimony about
matters covered by this Agreement. The Company Parties believe and assert that
Employee has been treated in a fair and lawful manner, and it is agreed between
Employee and the Company that nothing in this Agreement is intended or shall be
construed as an admission of fault or liability by the Company Parties.



 









 






     (v) Employee understands and agrees that this Agreement is being executed by
the Company on behalf of itself and all Company Parties and that all of the rights
of the Company under this Agreement and all of Employee’s obligations and duties
under this Agreement will inure to the benefit of and may be enforced by the Company
or any of the Company Parties.




     (vi) This Agreement sets forth the entire agreement between Employee and the
Company and fully supersedes and replaces all prior written and oral agreements,
understandings and representations between Employee and the Company with respect to
the matters set forth in this Agreement. Employee represents, warrants and agrees
that he is not relying and has not relied upon any representation or statement made
by any officer, director, agent or representative of the Company or any of the
Company Parties with regard to the subject matter, background or effect of this
Agreement, except as expressly set forth in this Agreement.




     (vii) This Agreement shall be governed and construed under the laws of the
State of Texas. Employee agrees that any legal proceeding arising as a result of or
relating to this Agreement, Employee’s employment or termination of employment shall
be filed and heard solely in the City of Fort Worth, Tarrant County, Texas without
regard to conflicts of law. Employee hereby irrevocably consents to the
jurisdiction of the federal and state courts in Fort Worth, Texas.




     (viii) This Agreement is executed in duplicate originals and is effective and
enforceable only after both parties have signed the Agreement and an original
executed Agreement has been returned to the Company. Employee acknowledges that
he/she has fully read this Agreement and he/she completely understands it.




     (6) Notwithstanding the initial effectiveness of this Agreement, Employee understands
he/she may revoke the delivery (and therefore the effectiveness) of this Agreement within
the seven-day period beginning on the date Employee delivers this Agreement to the Company
(such seven-day period being referred to herein as the “Release Revocation Period”). To be
effective, such revocation must be in writing signed by Employee and must be hand delivered
to, or received by, the General Counsel of Range Resources Corporation before 11:59 p.m.,
Fort Worth, Texas time, on the last day of the Release Revocation Period. If an effective
revocation is delivered in the foregoing manner and time frame, this Agreement shall be of
no force or effect and shall be null and void ab initio. No severance payment or
other consideration shall be paid if this Agreement is revoked by Employee in the foregoing
manner.



Executed on this ______ day of                     , 20__.





                                                            

[Employee Name]



 









 





	 	 	 
	STATE OF [TEXAS]

	 	§
	 
	 	 
	 

	 	§
	 
	 	 
	COUNTY OF [TARRANT]

	 	§






BEFORE ME, the undersigned authority personally appeared                                         , by me known or who
produced valid identification as described below, who executed the foregoing instrument and
acknowledged before me that he subscribed to such instrument on this
___ day of
                                        , 20___.




   
               
              
               
               
                  

NOTARY PUBLIC in and for the

State of [Texas]

My Commission Expires:                     

Identification produced: