Exhibit








EXHIBIT 10.2





NOTICE OF GRANT OF PERFORMANCE SHARE UNITS


Pursuant to the terms and conditions of the Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan, as amended (the “Plan”), and the associated Performance Share Unit Agreement (the “Agreement”), you are hereby granted an award of Performance Share Units, whereby each Performance Share Unit that becomes earned, as determined by the Committee in its sole and absolute discretion, represents the right to receive one share of common stock of the Company, par value $0.001 per share (“Stock”), plus rights to certain Dividend Equivalents described in Section 3 of the Agreement, under the terms and conditions set forth below, in the Agreement, and in the Plan (the “Performance Share Units”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Plan or the Agreement.




Date of Grant:                        [___________] (“Date of Grant”)


Number of Performance
Share Units:                           The number of shares of Stock that may be deliverable in respect of this Award may range from 0% to 200% of the number of Performance Share Units awarded to you as shown on the Morgan Stanley Smith Barney (MSSB) Benefits Access Online Award Acceptance website (the “Initial Performance Units”).


Performance Cycle:               The Performance Cycle applicable to the Performance Share Units begins on [___________] and ends on:


(a) [___________] (24 months) for one third of the Initial Performance Units,
(b) [___________] (36 months) for one third of the Initial Performance Share Units, and
(c) [___________] (48 months) for the final third of the Initial Performance Share Units


(each such period, a “Performance Cycle” and the period from [___________] (the Date of Grant) to [___________], the “Grant Cycle”).


Vesting Requirements:           Your right to receive Stock in respect of Performance Share Units is generally contingent, in whole or in part, upon (a) except as otherwise provided below, your continuous active service with the Company through the end of the applicable Performance Cycle (the “Continuous Service Requirement”), and (b) the level of achievement of the TSR Vesting Objective as outlined below and in Appendix A, which summarizes the TSR Vesting Objective.




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The  “TSR  Vesting  Objective”  means  the  Company’s  relative ranking in respect of the applicable Performance Cycle with regard to Total Shareholder Return (as defined in Appendix A) as compared to Total Shareholder Return of the Peer Companies (as defined in Appendix A).   The level of achievement of the TSR Vesting   Objective   shall   be   determined   in   accordance   with Appendix A.  After the end of each applicable Performance Cycle, the Committee will determine the Company’s Total Shareholder Return as compared to Total Shareholder Return of the Peer Companies and will certify the level of achievement with respect to the TSR Vesting Objective and what percentage of the Initial Performance Units  eligible to vest for such  Performance Cycle have  been  earned  in  accordance  with  the  table  set  forth  in Appendix  A  (such  number  of  Performance  Share  Units  that become earned  shall  hereinafter be called  the “Earned Performance   Units”),   subject   to   your   satisfaction   of   the Continuous Service Requirement.


Notwithstanding anything to the contrary herein, in the Agreement, in the Plan or in any other arrangement between you and the Company (including any employment agreement or the Amended and Restated Executive Change in Control and Severance Benefit Plan, if you participate in such plan):


(a)       if a Change in Control occurs prior to the end of the Grant Cycle (the date of such occurrence, the “Change in Control Date”) and you have remained in continuous service with the Company through  the  Change  in  Control  Date,  then,  upon  the occurrence of such Change in Control, with respect to any Initial Performance Units eligible to vest for a Performance Cycle that has not ended prior to the Change in Control Date, you shall be deemed to have earned a number of Performance Share Units equal to  the  number  of  Earned  Performance  Units  you  would  have earned in accordance with Appendix A, but assuming that (i) each such Performance Cycle occurring during the Grant Cycle ended on the Change in Control Date, (ii) the determination of whether, and to what extent, the TSR Vesting Objective is achieved shall be based on actual performance against the stated criteria through the Change in Control Date, and (iii) the Closing Value (as defined in Appendix A) for the Company is equal to the Change in Control Price instead of calculating the Closing Value in accordance with Appendix  A.    For  purposes  of  this  Award,  (A)  “Change  in Control” shall  have the meaning  given  such  term  in  the Plan; provided, that, in the event of any Business Combination following which both Thomas B. Nusz and Taylor L. Reid remain as Chief Executive Officer and President, respectively, and as members of the board of directors  or similar governing body, of the entity resulting from such Business Combination (not including any subsidiary thereof), the Board of the pre-Business Combination Company may determine, in its sole discretion, that no Change in Control has occurred for purposes of this Award; and (B) “Change in Control Price” shall equal the amount 


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determined in the following clause (1), (2), (3), (4) or (5), whichever is applicable, as follows: (1) the price per share offered to holders of Stock in any merger or consolidation, (2) the per share Fair Market Value of the Stock immediately before the Change in Control, without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid for the assets in the case of a sale of assets, (3) the amount distributed per share of Stock in a dissolution transaction, (4) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control takes place, or (5) if such Change in Control occurs other than pursuant to a transaction described in clauses (1), (2), (3), or (4), the volume weighted average of the Company’s Stock price on each trading day in the 30-day period preceding the Change in Control Date.


(b) if  your  employment  or  service  relationship  with  the Company or any of its Subsidiaries is terminated due to your death or Disability prior to the end of the Grant Cycle, then you shall be deemed to have earned, with respect to any Initial Performance Units eligible to vest for a Performance Cycle that has not ended prior to your termination date, a number of Performance Share Units equal to 200% of the Initial Performance Units eligible to vest with respect to such Performance Cycle.   For purposes of this Award, “Disability” shall have the meaning given such term in any employment agreement between you and the Company; provided, however,  that  if  there  is  no  existing  employment  agreement between you and the Company, the term “Disability” shall mean your inability to perform the essential functions of your position with or without reasonable accommodation, if required by law, due to physical or mental impairment.   The existence of any such Disability shall be certified, at the Company’s discretion, by either the Company’s disability carrier or a physician acceptable to both you and the Company.  If the parties are not able to agree on the choice of physician, each party shall select a physician who, in turn, shall select a third physician to render such certification.  In no event will your employment be terminated as a result of Disability, unless otherwise agreed to by you and the Company, until at least 180 consecutive days of leave have elapsed and the Company has provided you with written notice of termination.


(c) if your employment or service relationship with the Company or any of its Subsidiaries is terminated prior to the end of the Grant Cycle by the Company or a Subsidiary without “Cause” or by you for “Good Reason” (in each case, as such terms are defined in any employment agreement between you and the Company or in the Amended and Restated Executive Change in Control  and  Severance  Benefit  Plan, if  you  participate in  such plan), then you shall be deemed to have earned, with respect to any Initial Performance Units eligible to vest for a Performance Cycle that has not ended prior to your termination date,  the number of Earned Performance Units that you would have actually earned in 


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accordance with Appendix A as of the end of each such Performance Cycle had you remained employed through the end of the Performance Cycle.


Any of your Performance Share Units that are eligible to be earned but that do not become Earned Performance Units as of the end of the applicable Performance Cycle shall terminate and be cancelled upon the expiration of such Performance Cycle.


		
	Date of Settlement:               
	Payment in respect of Earned Performance Units shall be made no later than March 15 of the calendar year following the calendar year in which the last day of the applicable Performance Cycle occurs, except that (a) in the event of your death or Disability, payments in respect of Earned Performance Units shall be made no later than the 30th day following your death or termination for Disability; and (b) in the event of a Change in Control, payments in respect of Earned Performance Units shall be made no later than five (5) business days after the Change in Control Date (in each case, the “Date of Settlement”).




All payments with respect to Earned Performance Units shall be made in freely transferable shares of Stock.


Upon full settlement of the Performance Share Units hereunder and pursuant to Section 3 of the Agreement, no additional payments will  be  made  pursuant  to  this  Award  and  the  Award  shall terminate.


By your acceptance of this document, you and the Company hereby acknowledge receipt of the Performance Share Units issued on the Date of Grant indicated above, which have been granted under the terms and conditions contained herein and in the Plan and the Agreement. Alternatively, you acknowledge your agreement to be bound to the terms of this Notice, the Agreement and the Plan in connection with your acceptance of the Performance Share Units issued hereby through procedures, including electronic procedures, provided by or on behalf of the Company.


You  acknowledge  and  agree  that  (a)  you  are  not  relying  upon  any  written  or  oral statement or representation of the Company, its affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with your execution of this Notice of Grant of Performance Share Units and your receipt and holding of and the vesting of the Performance Share Units, and (b) in deciding to enter into this Agreement, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted.   You hereby release, acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with your execution of the Agreement and your receipt and holding of and the vesting of the Performance Share Units.




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You further acknowledge receipt of a copy of the Plan and the Agreement and agree to all of the terms and conditions of the Plan and the Agreement, which are incorporated herein by reference.




OASIS PETROLEUM INC.,
a Delaware corporation


	
					
	By:
	 
	 
	 
	 

	Name:
	 
	 
	 
	 

	Title:
	 
	 
	 
	 












Attachment:    Appendix A – Total Shareholder Return Vesting Objective




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Appendix A




Total Shareholder Return Vesting Objective


The TSR Vesting Objective for the Performance Share Units is outlined in this Appendix A below.  The “TSR Vesting Objective” means the Company’s relative ranking in respect of the applicable Performance Cycle with regard to Total Shareholder Return as compared to the Total Shareholder Return of the Peer Companies.  The Committee shall have the sole discretion for determining the level of achievement with respect to the TSR Vesting Objective and the number of Earned Performance Units for each Performance Cycle and any such determinations shall be conclusive.


1.         Defined Terms.


(a)       “Total Shareholder Return” means, as to the Company and each of the Peer Companies, the annualized rate of return shareholders receive through stock price changes and the assumed reinvestment of dividends paid over the applicable Performance Cycle. Dividends per share paid other than in the form of cash shall have a value equal to the amount of such dividends reported by the issuer to its shareholders for purposes of Federal income taxation. For purposes of determining the Total Shareholder Return for the Company and each of the Peer Companies, the change in the price of the Company’s Stock and of the common stock of each Peer Company, as the case may be, shall be based upon the volume weighted average of the stock prices of the Company and each such Peer Company on each trading day in the 30-day period preceding each of the start (the “Initial Value”) and the end (the “Closing Value”) of the applicable Performance Cycle.   The Initial Value of the Stock to be used to determine Total Shareholder Return over each Performance Cycle is [$            ].


(b)       “Peer Company” means a company that is listed below.
	
		
	• Carrizo Oil & Gas Inc.
	• QEP Resources Inc.

	• Denbury Resources Inc.
	• Range Resources Corporation

	• Energen Corp.
	• SM Energy Co.

	• Gulfort Energy Corp.
	• Whiting Petroleum Corporation

	• Laredo Petroleum Inc.
	• WPX Energy, Inc.

	• Newfield Exploration Company
	 




 
In addition, the Standard & Poor’s Oil & Gas Exploration & Production Select Industry Index,
weighted as a single company, shall also be included as a Peer Company.


If, prior to the end of any Performance Cycle, a company listed above ceases to have a class of common equity securities listed to trade on a national securities exchange which is registered with the Commission under Section 6 of the Exchange Act (a “national securities exchange”), then for purposes of determining the Total Shareholder Return for such Peer Company for the Performance Cycle in which such company ceases to have a class of common equity securities listed to trade on a national securities exchange, the change in the price of the Peer Company’s common stock shall be based upon the volume weighted average of the stock price of such Peer Company  on  each  trading  day  in  the  30-day  period  preceding  the  start  of  the  applicable Performance Cycle (the “Initial Value”) and (i) if, following the cessation of trading on a national securities exchange, such Peer Company’s class of common equity securities is publicly traded on another market, exchange or quotation system, the volume weighted average of 


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the stock price, on whatever market, exchange or quotation system on which the Peer Company’s common equity securities is publicly traded, of such Peer Company on each trading day in the 30-day period preceding the end of the applicable Performance Cycle (the “Closing Value”) or (ii) if, following the cessation of trading on a national securities exchange, such Peer Company’s class  of  common  equity  securities  is  not  publicly  traded  on  another  market,  exchange  or quotation system, the stock price of the Peer Company on the last day during the Performance Cycle that such Peer Company had a class of common equity securities which was publicly traded on another market, exchange or quotation system (the “Closing Value”).  Following the end of any Performance Cycle in which such company ceases to have a class of common equity securities listed to trade on a national securities exchange, such company shall not be a Peer Company  for  purposes  of  calculating  the  Company’s  TSR  Vesting  Objective  under  this Appendix A for any other Performance Cycle which has not ended previously within the Grant Cycle.


If, prior to the end of any Performance Cycle, a company listed above is acquired or merged and, thus, ceases to have a class of common equity securities listed to trade on a national securities exchange or publicly traded on another market, exchange or quotation system, then for purposes of determining the Total Shareholder Return for such Peer Company for the Performance Cycle in which such company is so acquired or merged, the change in the price of the Peer Company’s common stock shall be based upon the volume weighted average of the stock price of such Peer Company on each trading day in the 30-day period preceding the start of the applicable Performance Cycle (the “Initial Value”) and the stock price on the last day during the Performance Cycle that such Peer Company had a class of common equity securities listed to trade on  a national  securities  exchange  or  publicly traded  on  another  market,  exchange or quotation  system  before  the  closing  of  the  merger  or  acquisition  (the  “Closing  Value”). Following the end of any Performance Cycle in which such company ceases to have a class of common equity securities listed to trade on a national securities exchange due to an acquisition or  merger,  such  company  shall  not  be  a  Peer  Company  for  purposes  of  calculating  the Company’s TSR Vesting Objective under this  Appendix A for any other Performance Cycle which has not ended previously within the Grant Cycle.


2.         Calculation of Ranking; Earned Performance Units.


(a)       After the end of each Performance Cycle, the Committee will:


(i)   calculate  the  Company’s  Total  Shareholder  Return  and  the  Total Shareholder Return of each Peer Company;
(ii)  rank, from highest to lowest, the Total Shareholder Return of the Company and each Peer Company;
(iii) calculate the percentage of Initial Performance Units that will become Earned Performance Units for each corresponding TSR rank, where 200% Initial Performance Units become Earned Performance Units if the  Company  TSR  Rank  is  1  and  0%  Initial  Performance  Units become Earned if the Company TSR rank is 13 (or another number equal to the total number of Peer Companies plus the Company), and the percentage of Initial Performance Units that become Earned corresponding to the TSR rankings between the highest and lowest ranking will be distributed linearly between 200% and 0%; and


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(iv) certify the level of achievement with respect to the TSR Vesting Objective and determine the number of Earned Performance Units for the Performance Cycle.


The following table is provided as an example of the above determination, which depends on the number of Peer Companies remaining at the end of the Performance Cycle:
	
							
	





Total Shareholder Return Rank (TSR Vesting Objective)
	% of Initial
Performance Units eligible to vest for the Performance Cycle that will become Earned Performance Units
	% of Initial
Performance Units eligible to vest for the Performance Cycle that will become Earned Performance Units
	% of Initial
Performance Units eligible to vest for the Performance Cycle that will become Earned Performance Units

	1
	200
	%
	200
	%
	200
	%

	2
	183
	%
	182
	%
	180
	%

	3
	167
	%
	164
	%
	160
	%

	4
	150
	%
	145
	%
	140
	%

	5
	133
	%
	127
	%
	120
	%

	6
	117
	%
	109
	%
	100
	%

	7
	100
	%
	91
	%
	80
	%

	8
	83
	%
	73
	%
	60
	%

	9
	67
	%
	55
	%
	40
	%

	10
	50
	%
	36
	%
	20
	%

	11
	33
	%
	18
	%
	0
	%

	12
	17
	%
	0
	%
	 

	13
	0
	%
	 
	 






(b)       Notwithstanding the foregoing, no Performance Share Units will become Earned Performance Units for a Performance Cycle unless you also satisfy the applicable Continuous Service Requirement in accordance with the terms of the Agreement and the Notice of Grant.




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