exv10w11






Exhibit 10.11




OASIS PETROLEUM INC.

2010 LONG TERM INCENTIVE PLAN




FORM
OF RESTRICTED STOCK AGREEMENT



     This Agreement is made and entered into as of the Date of Grant set forth in the Notice of
Grant of Restricted Stock (“Notice of Grant”) by and between Oasis Petroleum Inc., a Delaware
corporation (the “Company”), and you;



     WHEREAS, the Company in order to induce you to enter into and to continue and dedicate service
to the Company and to materially contribute to the success of the Company agrees to grant you this
restricted stock award;



     WHEREAS, the Company adopted the Oasis Petroleum Inc. 2010 Long Term Incentive Plan as it may
be amended from time to time (the “Plan”), under which the Company is authorized to grant
restricted stock awards to certain employees and service providers of the Company;



     WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this
restricted stock award agreement (“Agreement”) as if fully set forth herein and the terms
capitalized but not defined herein shall have the meanings set forth in the Plan; and



     WHEREAS, you desire to accept the restricted stock award made pursuant to this Agreement.



     NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other
valuable consideration hereinafter set forth, the parties agree as follows:



     1. The Grant. Subject to the conditions set forth below, the Company hereby grants
you effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate
inducement but not in lieu of any salary or other compensation for your services for the Company,
an award (the “Award”) consisting of the aggregate number of shares of Stock set forth in the
Notice of Grant in accordance with the terms and conditions set forth herein and in the Plan.



     2. Escrow of Restricted Shares. The Company shall evidence the Restricted Shares in
the manner that it deems appropriate. The Company may issue in your name a certificate or
certificates representing the Restricted Shares and retain that certificate or those certificates
until the restrictions on such Restricted Shares expire as contemplated in Section 5 of this
Agreement and described in the Notice of Grant or the Restricted Shares are forfeited as described
in Sections 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you
shall execute one or more stock powers in blank for those certificates and deliver those stock
powers to the Company. The Company shall hold the Restricted Shares and the related stock powers
pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or
certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are
otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and
forfeited pursuant to this Agreement.



 









 





     3. Ownership of Restricted Shares. From and after the time the Restricted Shares are
issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted
Shares, including the right to vote those shares and to receive dividends thereon if, as, and when
declared by the Board, subject, however, to the terms, conditions and restrictions set forth in
this Agreement; provided, however, that each dividend payment will be made no later than the
30th day following the date such dividend payment is made to stockholders generally.



     4. Restrictions; Forfeiture. The Restricted Shares are restricted in that they may
not be sold, transferred or otherwise alienated or hypothecated until these restrictions are
removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of
Grant. The Restricted Shares are also restricted in the sense that they may be forfeited to the
Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are
forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted
Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to
the Company.



     5. Expiration of Restrictions and Risk of Forfeiture. The restrictions on the
Restricted Shares granted pursuant to this Agreement will expire and the Restricted Shares will
become transferable, except to the extent provided in Section 11 of this Agreement, and
nonforfeitable as set forth in the Notice of Grant, provided that you remain in the employ of, or a
service provider to, the Company or its Subsidiaries until the applicable dates set forth therein.



     6. Termination of Services.



          (a) Termination Generally. Except as otherwise provided in the Notice of Grant and
subject to Section 6(b) below, if your service relationship with the Company or any of its
Subsidiaries is terminated for any reason, then those Restricted Shares for which the restrictions
have not lapsed as of the date of termination shall become null and void and those Restricted
Shares shall be forfeited to the Company. The Restricted Shares for which the restrictions have
lapsed as of the date of such termination shall not be forfeited to the Company.




          (b) Effect of Employment Agreement or Plan. Notwithstanding any provision herein to
the contrary, in the event of any inconsistency between Section 6(a) and the terms of any
employment agreement entered into by and between you and the Company or its Subsidiaries, or in the
event you are a participant therein, the terms of the Company’s Executive Change in Control and
Severance Benefit Plan, the terms of the employment agreement or the Company’s Executive Change in
Control and Severance Benefit Plan, as applicable, shall control.




     7. Leave of Absence. With respect to the Award, the Company may, in its sole
discretion, determine that if you are on leave of absence for any reason you will be considered to
still be in the employ of, or providing services for, the Company, provided that rights to the
Restricted Shares during a leave of absence will be limited to the extent to which those rights
were earned or vested when the leave of absence began.



     8. Delivery of Stock. Promptly following the expiration of the restrictions on the
Restricted Shares as contemplated in Section 5 of this Agreement, the Company shall cause to be



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issued and delivered to you or your designee a certificate or other evidence of the number of
Restricted Shares as to which restrictions have lapsed, free of any restrictive legend relating to
the lapsed restrictions, upon receipt by the Company of any tax withholding as may be requested
pursuant to Section 9. The value of such Restricted Shares shall not bear any interest owing to
the passage of time.




     9. Payment of Taxes. The Company may require you to pay to the Company (or the
Company’s Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company
deems necessary to satisfy its (or its Subsidiary’s) current or future obligation to withhold
federal, state or local income or other taxes that you incur as a result of the Award. With
respect to any required tax withholding, you may (a) direct the Company to withhold from the shares
of Stock to be issued to you under this Agreement the number of shares necessary to satisfy the
Company’s obligation to withhold taxes; which determination will be based on the shares’ Fair
Market Value at the time such determination is made; (b) deliver to the Company shares of Stock
sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ Fair Market
Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy
its tax withholding obligations; or (d) satisfy such tax withholding through any combination of
(a), (b) and (c). If you desire to elect to use the stock withholding option described in
subparagraph (a), you must make the election at the time and in the manner the Company prescribes.
The Company, in its discretion, may deny your request to satisfy its tax withholding obligations
using a method described under subparagraph (a) or (b). In the event the Company determines that
the aggregate Fair Market Value of the shares of Stock withheld as payment of any tax withholding
obligation is insufficient to discharge that tax withholding obligation, then you must pay to the
Company, in cash, the amount of that deficiency immediately upon the Company’s request.



     10. Compliance with Securities Laws; Company Policies. Notwithstanding any provision
of this Agreement to the contrary, the issuance of Stock (including Restricted Shares) will be
subject to compliance with all applicable requirements of federal, state, or foreign law with
respect to such securities and with the requirements of any stock exchange or market system upon
which the Stock may then be listed. No Stock will be issued hereunder if such issuance would
constitute a violation of any applicable federal, state, or foreign securities laws or other law or
regulations or the requirements of any stock exchange or market system upon which the Stock may
then be listed. In addition, Stock will not be issued hereunder unless (a) a registration
statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in
effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the
shares issued may be issued in accordance with the terms of an applicable exemption from the
registration requirements of the Act. The inability of the Company to obtain from any regulatory
body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be
necessary to the lawful issuance and sale of any shares subject to the Award will relieve the
Company of any liability in respect of the failure to issue such shares as to which such requisite
authority has not been obtained. As a condition to any issuance hereunder, the Company may require
you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with
any applicable law or regulation and to make any representation or warranty with respect to such
compliance as may be requested by the Company. From time to time, the Board and appropriate
officers of the Company are authorized to take the actions necessary and appropriate to file
required documents with governmental authorities, stock exchanges, and other



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appropriate Persons to make shares of Stock available for issuance. You agree not to sell any
shares of Stock acquired pursuant to this Award in violation of the Company’s securities trading
policy, to the extent applicable.




     11. Lock-Up Period. You hereby agree that, if so requested by the Company or any
representative of the underwriters (the “Managing Underwriter”) in connection with any registration
of the offering of any securities of the Company under the Act, you will not sell or otherwise
transfer any Stock acquired hereunder or other securities of the Company during the 180-day period
(or such other period as may be requested in writing by the Managing Underwriter and agreed to in
writing by the Company) (the “Market Standoff Period”) following the effective date of a
registration statement of the Company filed under the Act. Such restriction will apply only to the
first registration statement of the Company to become effective under the Act that includes
securities to be sold on behalf of the Company to the public in an underwritten public offering
under the Act. The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such Market Standoff Period.



     12. Legends. The Company may at any time place legends referencing any restrictions
imposed on the shares pursuant to Sections 4, 10, and 11 of this Agreement on all certificates
representing shares issued with respect to this Award.



     13. Right of the Company and Subsidiaries to Terminate Services. Nothing in this
Agreement confers upon you the right to continue in the employ of or performing services for the
Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary
to terminate your employment or service relationship at any time.



     14. Furnish Information. You agree to furnish to the Company all information
requested by the Company to enable it to comply with any reporting or other requirements imposed
upon the Company by or under any applicable statute or regulation.



     15. Remedies. The parties to this Agreement shall be entitled to recover from each
other reasonable attorneys’ fees incurred in connection with the successful enforcement of the
terms and provisions of this Agreement whether by an action to enforce specific performance or for
damages for its breach or otherwise.



     16. No Liability for Good Faith Determinations. The Company and the members of the
Board shall not be liable for any act, omission or determination taken or made in good faith with
respect to this Agreement or the Restricted Shares granted hereunder.



     17. Execution of Receipts and Releases. Any payment of cash or any issuance or
transfer of shares of Stock or other property to you, or to your legal representative, heir,
legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be
in full satisfaction of all claims of such Persons hereunder. The Company may require you or your
legal representative, heir, legatee or distributee, as a condition precedent to such payment or
issuance, to execute a release and receipt therefor in such form as it shall determine.



     18. No Guarantee of Interests. The Board and the Company do not guarantee the Stock
of the Company from loss or depreciation.



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     19. Company Records. Records of the Company or its Subsidiaries regarding your period
of service, termination of service and the reason(s) therefor, leaves of absence, re-employment,
and other matters shall be conclusive for all purposes hereunder, unless determined by the Company
to be incorrect.



     20. Notice. All notices required or permitted under this Agreement must be in writing
and personally delivered or sent by mail and shall be deemed to be delivered on the date on which
it is actually received by the person to whom it is properly addressed or if earlier the date it is
sent via certified United States mail or reputable overnight delivery service (charges prepaid).



     21. Waiver of Notice. Any person entitled to notice hereunder may waive such notice
in writing.



     22. Information Confidential. As partial consideration for the granting of the Award
hereunder, you hereby agree to keep confidential all information and knowledge, except that which
has been disclosed in any public filings required by law, that you have relating to the terms and
conditions of this Agreement; provided, however, that such information may be disclosed as required
by law and may be given in confidence to your spouse and tax and financial advisors. In the event
any breach of this promise comes to the attention of the Company, it shall take into consideration
that breach in determining whether to recommend the grant of any future similar award to you, as a
factor weighing against the advisability of granting any such future award to you.



     23. Successors. This Agreement shall be binding upon you, your legal representatives,
heirs, legatees and distributees, and upon the Company, its successors and assigns.



     24. Severability. If any provision of this Agreement is held to be illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but
such provision shall be fully severable and this Agreement shall be construed and enforced as if
the illegal or invalid provision had never been included herein.



     25. Company Action. Any action required of the Company shall be by resolution of the
Board or by a person or entity authorized to act by resolution of the Board.



     26. Headings. The titles and headings of Sections are included for convenience of
reference only and are not to be considered in construction of the provisions hereof.



     27. Governing Law. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of Texas, without giving any effect to any
conflict of law provisions thereof, except to the extent Texas state law is preempted by federal
law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable
laws and to the approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Stock.



     28. Consent to Texas Jurisdiction and Venue. You hereby consent and agree that state
courts located in Harris County, Texas and the United States District Court for the Southern



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District of Texas each shall have personal jurisdiction and proper venue with respect to any
dispute between you and the Company arising in connection with the Award or this Agreement. In any
dispute with the Company, you will not raise, and you hereby expressly waive, any objection or
defense to any such jurisdiction as an inconvenient forum.




     29. Amendment. This Agreement may be amended by the Board or by the Committee at any
time (a) if the Board or the Committee determines, in its sole discretion, that amendment is
necessary or advisable in light of any addition to or change in any federal or state, tax or
securities law or other law or regulation, which change occurs after the Date of Grant and by its
terms applies to the Award; or (b) other than in the circumstances described in clause (a) or
provided in the Plan, with your consent.



     30. The Plan. This Agreement is subject to all the terms, conditions, limitations and
restrictions contained in the Plan.



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