EX-10.12




 Exhibit 10.12 

EXECUTION VERSION 
  

			
	



	 	 Amplify Energy Corp.
 500 Dallas Street, Suite
1600
 Houston, TX 77002
  

(713) 490-8900


 EMPLOYMENT AGREEMENT 

May 23, 2018 
 This
Employment Agreement (“Agreement”) is entered into by and between AMPLIFY ENERGY CORP., a Delaware corporation (the “Company”), and POLLY SCHOTT (the “Employee”), effective as of
June 11, 2018 (the “Effective Date”), on the terms set forth herein. The Company and Employee may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

 Accordingly, the Parties, intending to be legally bound, agree as follows: 

 

	1.	 Position and Duties. 



1.1 Employment; Titles; Reporting. The Company agrees to employ the Employee and the Employee agrees to commence employment with the
Company, upon the terms and subject to the conditions provided under this Agreement. During the Employment Term (as defined in Section 2), the Employee will serve the Company as its Chief Administrative Officer. In such capacity, the
Employee will report to the Chief Executive Officer of the Company (the “CEO”) and otherwise will be subject to the direction and control of the CEO, and the Employee will have such duties, responsibilities and authorities as may be
assigned to the Employee by the CEO from time to time to the extent consistent with her position as the chief administrative officer in a publicly traded company comparable to the Company. 

1.2 Duties. During the Employment Term, the Employee will devote substantially all of the Employee’s full working time to the
business and affairs of the Company, will use the Employee’s best efforts to promote the Company’s interests and will perform the Employee’s duties and responsibilities faithfully, diligently and to the best of the Employee’s
ability, consistent with sound business practices. The Employee may be required by the CEO and/or the Board of Directors of the Company (the “Board”) to provide services to, or otherwise serve as an officer or director of, any
direct or indirect subsidiary of the Company. The Employee will comply with the Company’s policies, codes and procedures, as they may be in effect from time to time, applicable to executive officers of the Company. Subject to the preceding
sentence, the Employee may, with the prior written approval of the Board in each instance, engage in other business and charitable activities, provided that such charitable and/or other business activities do not violate Section 7,
create a conflict of interest or the appearance of a conflict of interest with the Company, or interfere, individually or in the aggregate, with the performance of the Employee’s obligations to the Company under this Agreement. 

1.3 Place of Employment. The Employee will perform the Employee’s duties under this Agreement at the Company’s offices in
Houston, Texas. The Employee understands and agrees that she will be required to travel from time to time for purposes of the Company’s business. 












	2.	 Term of Employment. 



The term of the Employee’s employment by the Company under this Agreement (the “Employment Term”) will commence on the
Effective Date and will continue until the Employee’s employment is terminated by either Party under Section 5. The date on which the Employee’s employment ends is referred to in this Agreement as the
“Termination Date.” For the purpose of Sections 5 and 6 of this Agreement, the Termination Date shall be the date upon which the Employee incurs a “separation from service” as defined in Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), and regulations issued thereunder (collectively, “Code Section 409A”). 

 

	3.	 Compensation. 



3.1 Base Salary. During the Employment Term, the Employee will be entitled to receive a base salary (“Base
Salary”) at an annual rate of not less than $300,000 for services rendered to the Company and any of its direct or indirect subsidiaries, payable in accordance with the Company’s regular payroll practices. The Employee’s
Base Salary shall be reviewed annually by the Board and may be adjusted upward in the Board’s sole discretion, but not downward. 
 3.2
Bonus Compensation. During the Employment Term, the Employee shall be eligible for discretionary bonus compensation with a target of 75% of the Employee’s Base Salary (the “Target Bonus”) for each complete
calendar year that the Employee is employed by the Company hereunder (any bonus compensation payable, the “Annual Bonus”). The performance targets that must be achieved in order to be eligible for
certain bonus levels shall be established by the Board (or a committee thereof) annually. Notwithstanding the foregoing, the Employee shall be eligible to receive a pro rata bonus for the portion of the 2018 calendar year that the Employee is
employed by the Company hereunder (the “2018 Bonus”). Each Annual Bonus (including the 2018 Bonus), if any, shall be paid as soon as administratively feasible after the Board (or a committee
thereof) certifies whether the applicable performance targets for the applicable calendar year have been achieved, but in no event later than March 15 following the end of such calendar year. Notwithstanding anything in this
Section 3.2 to the contrary, but subject to Section 6 below, no Annual Bonus (including the 2018 Bonus), if any, nor any portion thereof, shall be payable for any calendar year unless the Employee
remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus or 2018 Bonus is paid. Any Annual Bonus will be paid in the form of (a) cash, with respect to 25% of the amount of the Annual
Bonus, and (b) fully-vested shares of the Company’s common stock having an aggregate fair market value on the grant date (as determined by the Board) equal to 75% of the amount of the Annual Bonus.  

3.3 Long-Term Incentive Compensation. Within 30 days of the Effective Date, the Employee shall receive a grant of 80,000 restricted
stock units (“RSUs”) under the Company’s Management Incentive Plan (as it may be amended from time to time), which RSUs will be subject to vesting in accordance with, and the other terms and conditions set forth in, the form of
award agreement attached hereto as Exhibit A. Thereafter, long-term incentive compensation awards may be made to the Employee from time to time during the Employment Term by the Board in its sole discretion, whose decision will be based upon
performance and award guidelines for executive officers of the Company established periodically by the Board in its sole discretion. 

  
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	4.	 Expenses and Other Benefits. 



4.1 Reimbursement of Business Expenses. The Employee will be entitled to receive prompt reimbursement for all reasonable business
expenses incurred by the Employee during the Employment Term (in accordance with the policies and practices presently followed by the Company or as may be established by the Board from time to time for the Company’s senior executive officers)
in performing services under this Agreement, provided that the Employee properly accounts for such expenses in accordance with the Company’s policies as in effect from time to time. Each reimbursement shall be paid within 30 days after it has
been properly submitted to the Company by the Employee in accordance with all applicable policies, but in no event later than the end of the calendar year following the calendar year in which any such reimbursable expense was incurred. 

The Company shall not be obligated to pay any such reimbursement amount for which the Employee fails to submit an invoice or other documented
reimbursement request at least ten business days before the end of the calendar year next following the calendar year in which the expense was incurred. Business related expenses shall be reimbursable only to the extent they were incurred during the
Employment Term, but in no event shall the time period extend beyond the later of the lifetime of the Employee or, if longer, 20 years. The amount of such reimbursements that the Company is obligated to pay in any given calendar year shall not
affect the amount the Company is obligated to pay in any other calendar year. In addition, the Employee may not liquidate or exchange the right to reimbursement of such expenses for any other benefits. 

4.2 Paid Time Off. The Employee shall be entitled to paid time off in accordance with the Company’s policy as then in effect
(prorated for any calendar year during which the Employee is employed with the Company for less than the entire year, based on the number of days that the Employee is employed with the Company during such calendar year); the Company’s policy in
effect as of the Effective Date would provide the Employee with 200 hours of paid time off per calendar year. 
 4.3 Other Employee
Benefits. In addition to the foregoing, during the Employment Term, the Employee will be entitled to participate in and to receive benefits as a senior executive under all of the Company’s employee benefit plans, programs and arrangements
available to senior executives, subject to the eligibility criteria and other terms and conditions thereof, as such plans, programs and arrangements may be duly amended, terminated, approved or adopted by the Company from time to time. 

 

	5.	 Termination of Employment. 



5.1 Death. The Employee’s employment under this Agreement will terminate upon the Employee’s death. 

5.2 Termination by the Company. 

(a) Terminable at Will. The Company may terminate the Employee’s employment under this Agreement at any time with or without Cause
(as defined below). 

  
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 (b) Definition of Cause. For purposes of this Agreement, “Cause”
means any of the Employee’s: (1) conviction of a felony, or plea of guilty or nolo contendere to, any felony or any crime of moral turpitude; (2) repeated intoxication by alcohol or drugs during the performance of the
Employee’s duties; (3) embezzlement or other willful and intentional misuse of any of the funds of the Company or its direct or indirect subsidiaries, (4) commission of a demonstrable act of fraud; (5) willful and material
misrepresentation or concealment on any written reports submitted to the Company or its direct or indirect subsidiaries; (6) material breach of this Agreement; (7) failure to follow or comply with the reasonable, material and lawful
written directives of the Board; or (8) conduct constituting a material breach of the Company’s then-current code of conduct or other similar written policy which has been provided to the Employee. 

(c) Notice and Cure Opportunity in Certain Circumstances. The Employee may be afforded a reasonable opportunity to cure any act or
omission that would otherwise constitute Cause hereunder according to the following terms: The Board shall give the Employee written notice stating with reasonable specificity the nature of the circumstances determined by the Board in its reasonable
and good faith judgment to constitute Cause. If, in the reasonable and good faith judgment of the Board, the alleged breach is reasonably susceptible to cure, the Employee will have 15 days from the Employee’s receipt of such notice to effect
the cure of such circumstances or such breach to the reasonable and good faith satisfaction of the Board. The Board will state whether the Employee will have such an opportunity to cure in the initial notice of Cause referred to above. Prior to a
termination for Cause, in those instances where the initial notice of Cause states that the Employee will have an opportunity to cure, the Company shall provide an opportunity for the Employee to be heard by the Board or a Board committee designated
by the Board to hear the Employee. The decision as to whether the Employee has satisfactorily cured the alleged breach shall be made at such meeting. If, in the reasonable and good faith judgment of the Board, the alleged breach is not reasonably
susceptible to cure, or such circumstances or breach have not been satisfactorily cured within such 15 day cure period, such breach will thereupon constitute Cause hereunder. 

5.3 Termination by the Employee. 

(a) Terminable at Will. The Employee may terminate the Employee’s employment under this Agreement at any time with or without Good
Reason (as defined below). 
 (b) Notice and Cure Opportunity. If such termination is for Good Reason, the Employee will give the
Company written notice, which will identify with reasonable specificity the grounds for the Employee’s resignation and provide the Company with 30 days from the day such notice is given to cure the alleged grounds for resignation contained in
the notice. A termination will not be for Good Reason if such notice is given by the Employee to the Company more than 45 days after the first occurrence of the event that the Employee alleges is Good Reason for the Employee’s termination
hereunder. The Employee must actually terminate her employment within 30 days following the expiration of the Company’s 30-day cure period. Otherwise, any claim of such circumstances constituting
“Good Reason” shall be deemed irrevocably waived by the Employee. 

  
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 (c) Definition of Good Reason. For purposes of this Agreement, “Good
Reason” will mean any of the following to which the Employee will not consent in writing: (i) a relocation of the Employee’s principal work location to a location in excess of 40 miles from its then current location; (ii) a
reduction in the Employee’s then current Base Salary or Target Bonus, or both; (iii) a material breach of any provision of this Agreement by the Company; or (iv) any material reduction in the Employee’s title, authority, duties,
responsibilities or reporting relationship from those in effect as of the Effective Date, except to the extent such reduction occurs in connection with the Employee’s termination of employment for Cause or due to the Employee’s death or
Disability. 
 5.4 Notice of Termination. Any termination of the Employee’s employment by the Company or by the Employee during
the Employment Term (other than termination pursuant to Section 5.1) will be communicated by written Notice of Termination to the other Party hereto in accordance with Section 8.7. For purposes of
this Agreement, a “Notice of Termination” means a written notice that (a) indicates the specific termination provision in this Agreement relied upon, (b) to the extent applicable, sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (c) if the Termination Date is other than the date of receipt of such notice, specifies the
Termination Date (which Termination Date will be not more than 30 days after the giving of such notice). 
 5.5 Disability. If the
Company determines in good faith that the Disability (as defined herein) of the Employee has occurred during the Employment Term, it may, without breaching this Agreement, give to the Employee written notice in accordance with
Section 5.4 of its intention to terminate the Employee’s employment. In such event, the Employee’s employment with the Company will terminate effective on the 30th day after receipt of such notice by the Employee,
provided that, within 30 days after such receipt, the Employee has not returned to full-time performance of the Employee’s duties hereunder. 

“Disability” means the earlier of (a) written determination by a physician selected by the Company and reasonably agreed
to by the Employee that the Employee has been unable to perform substantially the Employee’s usual and customary duties under this Agreement for a period of at least 120 consecutive days or a
non-consecutive period of 180 days during any 12-month period as a result of incapacity due to mental or physical illness or disease; and (b) “disability” as
such term is defined in the Company’s applicable long-term disability insurance plan. At any time and from time to time, upon reasonable request therefor by the Company, the Employee will submit to reasonable medical examination for the purpose
of determining the existence, nature and extent of any such disability. Any physician selected by Company shall be Board Certified in the appropriate field and shall have no actual or potential conflict of interest. 

 

	6.	 Compensation of the Employee Upon Termination. Subject to the provisions of
Section 6.9, the Employee shall be entitled to receive the amount specified upon the termination events designated below: 



6.1 Death. If the Employee’s employment under this Agreement is terminated by reason of the Employee’s death, the Company
shall pay to the person or persons designated by the Employee for that purpose in a notice filed with the Company, or, if no such person has been so designated, to the Employee’s estate, the following: 

(a) an amount equal to the Employee’s accrued but unpaid then current Base Salary through the Termination Date, payable in a lump sum
within 30 days following the Termination Date; 

  
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 plus 

(b) if the Termination Date occurs after the end of the calendar year but prior to the date on which annual bonuses are paid, an amount equal
to the Annual Bonus that the Employee would have received (if any) had she been employed on the payment date (the “Actual Full Year Bonus Amount”), payable at the same time annual bonuses for such year are paid to actively-employed
senior executives of the Company; 
 plus 

(c) a pro-rata portion of the Employee’s Annual Bonus for the calendar year in which the
Employee’s Termination Date occurs, based on actual results for such year (determined by multiplying the amount of such Annual Bonus which would be due for the full calendar year by a fraction, (i) the numerator of which is the number of
days during the calendar year that the Employee is employed by the Company and (ii) the denominator of which is three hundred sixty-five (365)) (the “Actual Pro Rata Bonus Amount”), if any, payable at the same
time annual bonuses for such year are paid to actively-employed senior executives of the Company; 
 plus 

(d) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a lump sum
within 30 days following the Termination Date. 
 The Employee’s entitlement to the amounts set forth in
Section 6.1(b) and Section 6.1(c) is subject to the provisions of Section 6.5.  

Thereafter, the Company will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued
and vested under any employee benefit plans or programs of the Company and any payments or benefits required to be made or provided under applicable law. 

6.2 Disability. In the event of the Employee’s termination by reason of Disability pursuant to
Section 5.5, the Employee will continue to receive the Employee’s Base Salary in effect immediately prior to the Termination Date and participate in applicable employee benefit plans or programs of the Company through
the Termination Date, subject to offset dollar-for-dollar by the amount of any disability income payments provided to the Employee under any Company disability policy or
program that is maintained by the Company. The Company also shall pay to the Employee the amounts set forth in Section 6.1(a) through Section 6.1(d), at the times and subject to the conditions set
forth in Section 6.1. Thereafter, the Company will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and vested under any employee benefit plans or programs of
the Company and any payments or benefits required to be made or provided under applicable law. 

  
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 6.3 By the Company for Cause or by the Employee Without Good Reason.  

(a) Termination by Company For Cause. If the Employee’s employment is terminated by the Company for Cause, the Employee will
receive (i) the Employee’s accrued but unpaid then current Base Salary through the Termination Date and (ii) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, in each
case, payable in a lump sum within 30 days following the Termination Date. Thereafter, the Company will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and vested under any employee
benefit plans or programs of the Company, and any payments or benefits required to be made or provided under applicable law. No bonus will be paid to the Employee for a termination of the Employee’s employment for Cause. 

(b) Termination by Employee Without Good Reason. If the Employee’s employment is terminated by the Employee without Good Reason,
the Employee will receive (i) the Employee’s accrued but unpaid then current Base Salary through the Termination Date and (ii) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this
Agreement, in each case, payable in a lump sum within 30 days following the Termination Date. Thereafter, the Company will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and vested
under any employee benefit plans or programs of the Company, and any payments or benefits required to be made or provided under applicable law. No bonus will be paid to the Employee for a termination of the Employee’s employment without Good
Reason. 
 6.4 By the Employee for Good Reason or by the Company Without Cause. Subject to the provisions of
Section 6.5, if the Company terminates the Employee’s employment without Cause, or the Employee terminates her employment for Good Reason, then the Employee will be entitled to the following (with the amounts payable
under clauses (b), (c), (e) and (f) below, collectively, the “Severance Benefits”): 
 (a) an amount
equal to the Employee’s accrued but unpaid then current Base Salary through the Termination Date, payable in a lump sum within 30 days following the Termination Date; 

plus 
 (b) if the
Termination Date occurs after the end of the calendar year but prior to the date on which annual bonuses are paid, the Actual Full Year Bonus Amount, payable at the same time annual bonuses for such year are paid to actively-employed senior
executives of the Company; 
 plus 

(c) the Actual Pro Rata Bonus Amount, if any, payable at the same time annual bonuses for such year are paid to actively-employed senior
executives of the Company; 

  
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 plus 

(d) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement; 

plus 
 (e) (i) if the
Employee’s termination occurs on or prior to the 18-month anniversary of the Effective Date, an amount equal to the Employee’s monthly Base Salary rate as in effect on the day before the Termination
Date (but not as an employee), and (ii) if the Employee’s termination occurs after the 18-month anniversary of the Effective Date, an amount equal to 200% of the Employee’s monthly Base Salary
rate as in effect on the day before the Termination Date, in each case, payable in accordance with the Company’s regularly scheduled payroll practices for a period of 12 months following the Termination Date; provided that to the extent
the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first 60 days following the Termination Date shall not be paid until the
first regularly scheduled pay period following the 60th day after the Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; 

plus  
 (f)
subject to the Employee’s (i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) continued copayment of premiums at the same level
and cost to the Employee as if the Employee were a senior executive of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued
participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and her spouse and eligible dependents, if applicable) for a period of 12 months, provided
that the Employee is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 6.4(f) to the extent reasonably necessary to avoid
the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010,
as amended (to the extent applicable); and provided, further, that in the event that the Employee obtains other employment that offers group health plan coverage, such continuation of coverage by the Company under this
Section 6.4(f) shall cease as of the end of the month in which the Employee obtains such other employer-provided, group health plan coverage. 

6.5 Conditions to Receipt of Certain Post-Termination Payments and Benefits. 

(a) Release. As a condition to receiving the Actual Full Year Bonus Amount, the Actual Pro Rata Bonus Amount and/or any
Severance Benefits to which the Employee may otherwise be entitled under Section 6.1, Section 6.2 or Section 6.4, the Employee must execute and not revoke a general
release of claims, which will include an affirmation of the restrictive covenants set forth in Section 7, in form and substance satisfactory to the Company (the “Release”). The Company will provide the
Release to the Employee for signature within ten days after the Termination Date. If the Company has provided the Release to the Employee for 

  
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signature within ten days after the Termination Date, and if the Release is not executed and non-revocable within 60 days after the Termination Date and
prior to the date on which such payment and/or benefits are to be first paid or provided to the Employee, the Employee will not be entitled to the Actual Full Year Bonus Amount, the Actual Pro Rata Bonus Amount and/or any Severance Benefits, as the
case may be, and the Company will have no further obligations with respect to the provision of those payments and/or benefits except as may be required by law. If the Release consideration period spans two calendar years, no payments and/or benefits
subject to the Release will be paid or provided until the later of (i) the date on which the Release becomes effective and non-revocable and (ii) January 2nd of the second calendar year. 
 (b) Limitation on Benefits. If, following a
termination of employment that gives the Employee a right to the payment of the Actual Full Year Bonus Amount, the Actual Pro Rata Bonus Amount and/or any Severance Benefits to which the Employee may otherwise be entitled under
Section 6.1, Section 6.2 or Section 6.4, the Employee violates any of the covenants in Section 7 or as otherwise set forth in the Release, the
Employee will have no further right or claim to the Actual Full Year Bonus Amount, the Target Pro Rata Bonus Amount and/or any Severance Benefits to which the Employee may otherwise be entitled under Section 6.1,
Section 6.2 or Section 6.4 from and after the date on which the Employee engages in such activities, and the Company will have no further obligations with respect to such payments or benefits, and
the covenants in Section 7 will nevertheless continue in full force and effect. 
 6.6 Certain Amounts Not
Includable for Employee Benefits Purposes. Except to the extent the terms of any applicable benefit plan, policy or program provide otherwise, any benefit programs of the Company that take into account the Employee’s income will exclude the
Actual Full Year Bonus Amount, the Actual Pro Rata Bonus Amount and/or any Severance Benefits to which the Employee may otherwise be entitled under Section 6.1, Section 6.2 or Section 6.4. 

6.7 Exclusive Severance Benefits. The Actual Full Year Bonus Amount, the Actual Pro Rata Bonus Amount and/or any Severance Benefits to
which the Employee may otherwise be entitled under Section 6.1, Section 6.2 or Section 6.4, if they become payable under the terms of this Agreement, will be in lieu of any other severance or similar benefits that would
otherwise be payable under any other agreement, plan, program or policy of the Company, excluding, for this purpose, any post-termination treatment of equity incentive awards provided under the terms of the governing award agreements. 

6.8 Code Section 280G; Code Section 409A. Notwithstanding anything in this Agreement to the contrary: 

(a) If any of the payments or benefits received or to be received by the Employee (including, without limitation, any payment or benefits
received in connection with a “change of control” or the Employee’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively
referred to herein as the (“280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 6.8(a), be subject to the excise tax
imposed under Section 4999 of the Code (the “Excise Tax”), then prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Employee of the 280G Payments after
payment of the Excise Tax to (ii) the Net Benefit to the 

  
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Employee if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under clause (i) above is less than the amount under
clause (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments
net of all federal, state, local, foreign income, employment and excise taxes. Any reduction made pursuant to this Section 6.8(a) shall be made in a manner determined by the Company that is consistent with the requirements
of Code Section 409A and that maximizes the Employee’s economic position and after-tax income; for the avoidance of doubt, the Employee shall not have any discretion in determining the manner in
which the payments and benefits are reduced. 
 (b) In the event that any benefits payable or otherwise provided under this Agreement would
be deemed to constitute non-qualified deferred compensation subject to Code Section 409A, the Company will have the discretion to adjust the terms of such payment or benefit (but not the amount or value
thereof) to the minimum extent reasonably necessary to comply with the requirements of Code Section 409A to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Code Section 409A. 

6.9 Timing of Payments by the Company. Notwithstanding anything in this Agreement to the contrary, in the event that the Employee is a
“specified employee” (as determined under Code Section 409A) at the time of the separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a
deferral of compensation pursuant to Code Section 409A shall not commence being paid or made available to the Employee until after six months from the Termination Date that constitutes a “separation from service” within the meaning of Code
Section 409A or such earlier date as may be permitted under Code Section 409A. 
  

	7.	 Restrictive Covenants. 



7.1 Confidential Information. During the Employment Term and thereafter, the Employee shall keep secret and retain in strictest
confidence, and shall not use for the benefit of himself or others, any confidential matters or trade secrets of, or confidential and competitively valuable information concerning, the Company and its direct or indirect subsidiaries (collectively,
the “Company Group”), including, without limitation, information concerning their organization and operations, business and affairs, formulae, manufacturing processes, proprietary information, technical data, “know-how”,
customer lists, details of client or consultant contracts, vendor and purchasing arrangements, terms and discounts, pricing methods and policies, financial information, operational methods, marketing plans or strategies, business acquisition plans,
new personnel acquisition plans, technical processes, projects, financing/financial projections, budget information and procedures, marketing plans or strategies, and research products. The confidentiality obligations set forth in this
Section 7.1 shall not apply to any information that becomes part of the public domain other than through the Employee’s disclosure in violation of the terms hereof. Nothing herein shall be construed as prohibiting the
Employee from using or disclosing such confidential information as is necessary and has been authorized in her proper performance of services for the Company Group. 

  
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 (a) SEC Provisions. The Employee understands that nothing contained in this Agreement
limits the Employee’s ability to file a charge or complaint with the Securities and Exchange Commission (“SEC”). The Employee further understands that this Agreement does not limit the Employee’s ability to communicate
with the SEC or otherwise participate in any investigation or proceeding that may be conducted by the SEC, including providing documents or other information, without notice to the Company. This Agreement does not limit the Employee’s right to
receive an award for information provided to the SEC. This Section 7.1(a) applies only for the period of time that the Company is subject to the Dodd-Frank Act. 

(b) Trade Secrets. The parties specifically acknowledge that 18 U.S.C. § 1833(b) provides: “An individual shall not be
held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to
an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”
Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, notwithstanding anything to the contrary
in the foregoing, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. If the
Employee files a lawsuit for retaliation against the Company for reporting a suspected violation of law, the Employee may disclose the Company’s trade secrets to the Employee’s attorney and use the trade secret information in the court
proceeding, if the Employee first files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. 

7.2 No Interference. Notwithstanding any other provision of this Agreement, (a) the Employee may disclose confidential
information (as described in Section 7.1 above) when required to do so by a court of competent jurisdiction, by any governmental agency having authority over the Employee or the business of the Company or by any administrative body or
legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information, in each case, subject to the Employee’s obligations to notify the Company and first obtain a
protective order, to the extent permitted by applicable law; and (b) nothing in this Agreement is intended to interfere with the Employee’s right to (i) report possible violations of state or federal law or regulation to
any governmental or law enforcement agency or entity; (ii) make other disclosures that are protected under the whistleblower provisions of state or federal law or regulation (including the right to receive an award for information
provided to any such government agencies); (iii) file a claim or charge any governmental agency or entity; or (iv) testify, assist or participate in an investigation, hearing, or proceeding conducted by any governmental or law
enforcement agency or entity, or any court. For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (b) above, the Employee may disclose confidential
information to the extent necessary to such governmental or law enforcement agency or entity or such court, need not seek prior authorization from the Company and is not required to notify the Company of any such reports, disclosures or conduct.


  
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 7.3 Return of Property. The Employee agrees to deliver promptly to the Company, upon
termination of the Employee’s employment hereunder, or at any other time when the Company so requests, all documents relating to the business of the Company Group; provided, however, that the Employee will be permitted to retain copies of any
documents or materials of a personal nature or otherwise related to the Employee’s rights under this Agreement, copies of this Agreement and any attendant or ancillary documents specifically including any documents referenced in this Agreement
and copies of any documents related to the Employee’s long-term incentive awards and other compensation. 
 7.4 Non-Competition. The Employee acknowledges that the Employee (a) will perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of
such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company
Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized
training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the Employment Term and for a period of 12 months immediately thereafter, the Employee
agrees that the Employee will not, directly or indirectly, other than through the Company, engage or participate (or prepare to engage or participate), in any manner, whether directly or indirectly through an employee, employer, consultant, agent,
principal, partner, more than 1% shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business or activity which is in competition with the business of the Company Group in the
leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any mineral property interest of any member of the
Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the foregoing, or an area of mutual interest as
designated pursuant to contractual agreements between any member of the Company Group and any third party), or any other property on which any of the Company Group has an option, right, license or authority to conduct or direct exploratory
activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), provided that the foregoing will not restrict the Employee from obtaining
post-termination employment with an entity that only has de minimis operations in the restricted territory (as determined by the Board in good faith); provided that, this Section 7.4 will not preclude the Employee from
making passive investments in securities of oil and gas companies which are registered on a national stock exchange, if (i) the aggregate amount owned by the Employee and her spouse and children, if any, does not exceed 1% of such
company’s outstanding securities, and (ii) the aggregate amount invested in such investments by the Employee and her spouse and children does not exceed $1,000,000. 

7.5 Non-Solicitation; Non-Interference. 

(a) During the Employment Term and for a period of 12 months immediately thereafter, the Employee agrees that she shall not, except in the
furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, induce or attempt to induce any customer, supplier, agent, intermediary or other business
relation of the Company Group to reduce or cease doing business with the 

  
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Company Group, or interfere with the relationship between any such customer, supplier, agent, intermediary or business relation and the Company Group (including making any negative statements or
communications concerning the Company Group); provided that nothing contained in this Section 7.5(a) will prohibit public advertising or general solicitations that are not specifically directed to customers,
suppliers, licensees or other business relations of the Company Group. 
 (b) During the Employment Term and for a period of 12 months
immediately thereafter, the Employee agrees that she shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid
or induce any employee, representative or agent of the Company Group to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company
Group or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent.
An employee, representative or agent shall be deemed covered by this Section 7.5(b) while so employed or retained and for a period of six months thereafter. 

7.6 Non-Disparagement. The Employee agrees not to make any negative, disparaging, detrimental or
derogatory remarks or public statements (written, oral, telephonic, electronic, or by any other method) about the Company or any other member of the Company Group or their respective successors and assigns or any of their respective officers,
directors, employees, shareholders, agents or products. The Company agrees not to make any negative, disparaging, detrimental or derogatory remarks or public statements (written, oral, telephonic, electronic or by any other method) about the
Employee. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with
such proceedings). 
 7.7 Assignment of Developments. 

(a) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software,
know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (i) that are reduced to practice, created, invented, designed, developed, contributed to,
or improved with the use of any Company Group resources and/or within the scope of the Employee’s work with the Company Group or that relate to the business, operations or actual or demonstrably anticipated research or development of the
Company Group, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (ii) suggested by any work that the Employee performs in connection with the Company Group, either while performing the
Employee’s duties with the Company Group or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company Group, shall belong exclusively to
the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the
“Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely 

  
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and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the
Company’s earlier request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent
to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any
time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or
register the Company’s rights in the Inventions, all without additional compensation to the Employee from the Company. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its
attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. 

(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf
of the Company, and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further
obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and
assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the
copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make
modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions,
known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral
rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees
to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue
thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company. 

7.9 Injunctive Relief. The Employee acknowledges that a breach of any of the covenants contained in this Section 7 may
result in material, irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely, and that, in the event of such a breach or threat of breach, the
Company or any other member of the Company Group will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Employee from engaging in activities prohibited by this Section 7 or
such other relief as may be required to specifically enforce any of the covenants in this Section 7. 

  
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 7.10 Adjustment of Covenants. The Parties consider the covenants and restrictions
contained in this Section 7 to be reasonable. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been
modified, such covenant or restriction will be deemed to have been applied with such modification as would be necessary and consistent with the intent of the Parties to have made it valid, enforceable and effective. 

7.11 Forfeiture Provision. 

(a) Detrimental Activities. If the Employee engages in any activity that violates any covenant or restriction contained in this
Section 7, in addition to any other remedy the Company may have at law or in equity, (i) the Employee will be entitled to no further payments or benefits from the Company under this Agreement or otherwise, except for
any payments or benefits required to be made or provided under applicable law; (ii) all forms of equity compensation held by or credited to the Employee will terminate effective as of the date on which the Employee engages in that activity,
unless terminated sooner by operation of another term or condition of this Agreement or other applicable plans and agreements; and (iii) any exercise, payment or delivery pursuant to any equity compensation award that occurred within one year
prior to the date on which the Employee engages in that activity may be rescinded within one year after the first date that any member of the Board first became aware that the Employee engaged in that activity. In the event of any such rescission,
the Employee will pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery (after deducting the Employee’s actual income tax liability incurred with respect to such gain
or payment), in such manner and on such terms and condition as may be required. Notwithstanding any provision of this Agreement to the contrary, if the Employee disputes whether she has violated any covenant or restriction contained in
Section 7, and such dispute has been adjudicated to a final decision pursuant to Section 8.5 in the Employee’s favor, the Company will pay to the Employee all amounts withheld or clawed back
pursuant to this Section 7.11 to the extent ordered by a court of competent jurisdiction; provided that legal action in this respect is filed by the Employee within 60 days after being notified of the Company’s
decision affecting the Employee under this Section 7.11. 
 (b) Right of Setoff. The Employee consents to a
deduction from any amounts the Company owes the Employee from time to time (including amounts owed as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to the Employee by the Company), to the extent of
the amounts the Employee owes the Company under Section 7.11(a) (above). Whether or not the Company elects to make any setoff in whole or in part, if the Company does not recover by means of setoff the full amount the
Employee owes, calculated as set forth above, the Employee agrees to pay immediately the unpaid balance to the Company. 

  
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	8.	 Miscellaneous. 



8.1 Assignment; Successors; Binding Agreement. This Agreement may not be assigned by either Party, whether by operation of law or
otherwise, without the prior written consent of the other Party, except that any right, title or interest of the Company arising out of this Agreement may be assigned to any corporation or entity controlling, controlled by, or under common control
with the Company, or succeeding to the business and substantially all of the assets of the Company or any affiliates for which the Employee performs substantial services. Subject to the foregoing, this Agreement will be binding upon and will inure
to the benefit of the Parties and their respective heirs, legatees, devisees, personal representatives, successors and assigns. The Company shall obtain from any successor or other person or entity acquiring a majority of the Company’s assets
or equity securities a written agreement to perform all terms of this Agreement, and any failure by the Company to obtain such written agreement shall be a material breach of this Agreement. 

8.2 Modification and Waiver. Except as otherwise provided below, no provision of this Agreement may be modified, waived, or discharged
unless such waiver, modification or discharge is duly approved by the Board and is agreed to in writing by the Employee and such officer(s) as may be specifically authorized by the Board to effect it. No waiver by any Party of any breach by any
other Party of, or of compliance with, any term or condition of this Agreement to be performed by any other Party, at any time, will constitute a waiver of similar or dissimilar terms or conditions at that time or at any prior or subsequent time.

 8.3 Entire Agreement. This Agreement, together with any documents specifically referenced in this Agreement, embodies the entire
understanding of the Parties hereto, and, upon the Effective Date, will supersede all other oral or written agreements or understandings between them regarding the subject matter hereof; provided, however, that if there is a conflict between any of
the terms in this Agreement and the terms in any award agreement between the Company and the Employee pursuant to any long-term incentive plan or otherwise, the terms of the award agreement shall govern. No agreement or representation, oral or
otherwise, express or implied, with respect to the subject matter of this Agreement, has been made by either Party which is not set forth expressly in this Agreement or the other documents referenced in this
Section 8.3. 
 8.4 Governing Law. The validity, interpretation, construction and performance of this
Agreement will be governed by the laws of the State of Texas other than the conflict of laws provision thereof. 
 8.5 Consent to
Jurisdiction; Service of Process; Waiver of Right to Jury Trial. 
 (a) Disputes. In the event of any dispute,
controversy or claim between the Company and the Employee arising out of or relating to the interpretation, application or enforcement of the provisions of this Agreement, the Company and the Employee agree and consent to the personal jurisdiction
of the state and local courts of Harris County, Texas and/or the United States District Court for the Southern District of Texas, Houston Division for resolution of the dispute, controversy or claim, and that those courts, and only those courts,
shall have any jurisdiction to determine any dispute, controversy or claim related to, arising under or in connection with this Agreement. The Company and the Employee also agree that those courts are convenient forums for the parties to any such
dispute, controversy or claim and for any potential witnesses and that process issued out of any such court or in accordance with the rules of practice of that court may be served by mail or other forms of substituted service to the Company at the
address of its principal executive offices and to the Employee at the Employee’s last known address as reflected in the Company’s records. 

  
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 (b) Waiver of Right to Jury Trial. THE COMPANY AND THE EMPLOYEE HEREBY VOLUNTARILY,
KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AS WELL AS TO ALL CLAIMS ARISING OUT OF THE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY OR TERMINATION THEREFROM. 

8.6 Withholding of Taxes. The Company will withhold from any amounts payable under the Agreement all federal, state, local or other
taxes as legally will be required to be withheld. 
 8.7 Notices. All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set
forth below (or to such other addresses and facsimile numbers as a Party may designate by notice to the other parties). 
 To the
Company: 
 AMPLIFY ENERGY CORP. 

Attn: General Counsel 
 500
Dallas Street 
 Suite 1600 

Houston, TX 77002 
 Facsimile:
(713) 456-2940 
 To the Employee: 

At the address reflected in the Company’s written records. 

Addresses may be changed by written notice sent to the other Party at the last recorded address of that Party. 

8.8 Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or
enforceability of any other provision of this Agreement, which will remain in full force and effect. 
 8.9 Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. 

8.10 Headings. The headings used in this Agreement are for convenience only, do not constitute a part of the Agreement, and will not be
deemed to limit, characterize, or affect in any way the provisions of the Agreement, and all provisions of the Agreement will be construed as if no headings had been used in the Agreement. 

  
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 8.11 Construction. As used in this Agreement, unless the context otherwise requires:
(a) the terms defined herein will have the meanings set forth herein for all purposes; (b) references to “Section” are to a section hereof; (c) “include,” “includes” and “including” are deemed
to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import; (d) “writing,” “written” and comparable terms refer to printing, typing, lithography and other means
of reproducing words in a visible form; (e) “hereof,” “herein,” “hereunder” and comparable terms refer to the entirety of this Agreement and not to any particular section or other subdivision hereof or attachment
hereto; (f) references to any gender include references to all genders; and (g) references to any agreement or other instrument or statute or regulation are referred to as amended or supplemented from time to time (and, in
the case of a statute or regulation, to any successor provision). 
 8.12 Capacity; No Conflicts. The Employee represents and
warrants to the Company that: (a) the Employee has full power, authority and capacity to execute and deliver this Agreement, and to perform the Employee’s obligations hereunder, (b) such execution, delivery and performance will
not (and with the giving of notice or lapse of time, or both, would not) result in the breach of any agreement or other obligation to which the Employee is a party or is otherwise bound, and (c) this Agreement is the Employee’s
valid and binding obligation, enforceable in accordance with its terms. 
 [Signature page follows.] 

  
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 IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first
written above. 
  

			
	AMPLIFY ENERGY CORP.
		
	By:	 	 /s/ Kenneth Mariani

	Name:	 	Kenneth Mariani
	Title:	 	President and Chief Executive Officer
	
	EMPLOYEE
	
	 /s/ Polly Schott

	Polly Schott


 [Signature Page to Employment Agreement]