exv10w12






Exhibit 10.12




FORM AGREEMENT




[To Be Placed on Oasis Petroleum Inc. Letterhead]




                    , 20___



                                                            




                                                            




                                                            




NOTICE OF GRANT OF RESTRICTED STOCK UNIT




     Pursuant to the terms and conditions of the Oasis Petroleum Inc. 2010 Long Term Incentive
Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Unit
Agreement, attached as Appendix B or which has previously been provided to you (the
“Agreement”), you are hereby granted an award of the number of Restricted Stock Units set forth
below, whereby each Restricted Stock Unit represents the right to receive one share of common stock
of the Company, par value $0.001 per share (“Stock”), or a cash payment equal to the Fair Market
Value on the applicable Date of Settlement set forth below of one share of Stock, as determined by
the Committee in its sole and absolute discretion, 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 “Restricted Stock Units”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Plan.



	 	 	 
	Grantee:

	 	                                                            
	 
	 	 
	Date of Grant:

	 	                    , 20___ (“Date of Grant”)
	 
	 	 
	Number of Restricted Stock
Units:

	 	                    
	 
	 	 
	Vesting Schedule:

	 	Provided you have been an employee of or a
service provider to the Company or a
Subsidiary of the Company continuously from
the Date of Grant through the applicable
vesting date, the Restricted Stock Units
granted pursuant to the Agreement will vest
[INSERT VESTING SCHEDULE].
	 
	 	 
	 

	 	Notwithstanding anything to the contrary
herein or in the Agreement:
	 
	 	 
	 

	 	     (a) the terms of any employment agreement
entered into by and between you and the
Company and its Subsidiaries, or the terms
of the Company’s Executive Change in
Control and Severance Benefit Plan (to the
extent you are a participant in such plan),
will control the vesting and forfeiture of
the Restricted Stock Units in the event of
your termination of employment (other than
due to death or Disability) or the
occurrence of a Change in Control prior to
the time the Restricted Stock Units are
vested in






 









 






                                        

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                    , ___






	 	 	 
	 

	 	full; and
	 
	 	 
	 

	 	     (b) if your employment or service
relationship with the Company or any of its
Subsidiaries is terminated due to your
death or Disability, then the restrictions,
if any, on all of the Restricted Stock
Units granted pursuant to this Agreement
shall immediately lapse and the Restricted
Stock Units will be fully vested as of such
termination. 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.
	 
	 	 
	 

	 	Restricted Stock Units that vest in
accordance with the foregoing provisions of
this Notice of Grant are referred to herein
as “Vested Units.” Restricted Stock Units
that do not vest in accordance with the
foregoing provisions of this Notice of
Grant are referred to herein as “Unvested
Units.”
	 
	 	 
	Date of Settlement

	 	Vested Units shall be settled by the
Company as soon as administratively
feasible (but in no event more than 74
days) following the applicable vesting date
on which they became Vested Units (the
“Date of Settlement”).
	 
	 	 
	 

	 	As determined by the Committee in its sole
and absolute discretion, Vested Units will
be settled either by the issuance of a
number of shares of Stock equal to the
number of Vested Units or in a single lump
sum cash payment in an amount equal to the
Fair Market Value on the applicable Date of
Settlement of one share of Stock multiplied
by the number of Vested Units. Upon full
settlement of the Restricted Stock 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.






 









 






                                        

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                    , ___




     By your signature and the signature of the Company’s representative below, you and the Company
hereby acknowledge receipt of the Restricted Stock 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
Restricted Stock 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 Restricted Stock Units and your receipt
and holding of and the vesting of the Restricted Stock 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 Restricted Stock Units.



     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.


Note: To accept the Restricted Stock Units, execute this form and return an executed copy to
                                         (the “Designated Recipient”) by                      ___, 20___. Failure to return the executed
copy to the Designated Recipient by such date will render this issuance invalid.







 









 








                                        

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                    , ___




OASIS PETROLEUM INC.,

a Delaware corporation




	 	 	 	 	 

	By:
	 	 	 	 
	Name:

	 	 

	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Accepted by:	 	 
	 
	 	 	 	 
	 	 	 
	[insert name of Grantee]	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	[insert name of Designated Recipient]	 	 








	 	 	 	 	 

	Date Received:
	 	 	 	 
	 

	 	 

	 	 









			
	Attachments:	 	Appendix A – Oasis Petroleum Inc. 2010 Long Term Incentive Plan

Appendix B – Restricted Stock Unit Agreement





 









 





Appendix A




Oasis Petroleum Inc. 2010 Long Term Incentive Plan



 









 





Appendix B




Restricted Stock Unit Agreement