exv10w13






Exhibit 10.13




FORM AGREEMENT




[To Be Placed on Oasis Petroleum Inc. Letterhead]




                    , 20__




                                        




                                        




                                        




NOTICE OF GRANT OF RESTRICTED STOCK UNIT

DESIGNATED AS A PERFORMANCE SHARE 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 designated as
Performance Share 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 “Performance Share 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 Performance

	 	                    
	Share Units:
	 	 
	 
	 	 
	Performance Cycle:

	 	The Performance Cycle applicable to the
Performance Share Units begins on January 1,
20___ and ends on December 31, 20_. [INSERT
APPLICABLE FOUR YEAR PERIOD.]
	 
	 	 
	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, and
subject to the Committee’s determination that
the applicable performance goals have been
attained, the Performance Share Units granted
pursuant to the Agreement will vest in
accordance with the following schedule:






	 	 	 	 	 
	 	 	Vesting Date	 	Percentage of Performance
	 

	 	Share Units Eligible to Vest	 	 
	 

	 	December 31, 20___
	 	Up to 25%
	 

	 	December 31, 20___
	 	Up to an additional 25%
	 

	 	December 31, 20___
	 	Up to an additional 25%
	 

	 	December 31, 20___
	 	All remaining
	 

	 	Performance Share Units	 	 






 









 






                                        




Page 2




                    ,              




	 	 	 

	 

	 	The Committee will determine, in its sole
discretion, whether the Performance Share Units
will vest on the applicable vesting dates
listed above based on the Company’s attainment
of the following performance goals: [INSERT
APPLICABLE PERFORMANCE GOALS BASED ON BUSINESS
CRITERIA IN PLAN.]
	 
	 	 
	 

	 	In the event any Performance Share Units that
are eligible to vest on a given vesting date do
not vest on such date, such Performance Share
Units will be carried over and may vest, at the
Committee’s discretion, on the last vesting
date of the Performance Cycle.
	 
	 	 
	 

	 	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 Performance Share
Units in the event of your termination of
employment (other than due to death or
Disability) or the occurrence of a Change in
Control during the Performance Cycle applicable
to the Performance Share Units; 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 the
Performance Share Units that are eligible to
vest on December 31 of the calendar year in
which such termination occurs shall lapse and
such Performance Share Units shall vest, but
only to the extent of the Company’s attainment
of the applicable performance goals as of
December 31 of the calendar year in which the
termination occurs, as determined by the
Committee in its sole discretion. Any
Performance Share Units that remain unvested
following such date shall be immediately
forfeited to the Company and shall be null and
void. 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






 









 






                                        

Page 3




                    ,              




	 	 	 

	 

	 	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.
	 
	 	 
	 

	 	Performance Share Units that vest in accordance
with the foregoing provisions of this Notice of
Grant are referred to herein as “Vested Units.”
Performance Share 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 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 signature and the signature of the Company’s representative below, 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 Restricted Stock 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



 









 





                                        

Page 4




                    ,              



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.




     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 Performance Share 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.







 









 








                                        

Page 5




                    ,              




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