exv10w10






Exhibit 10.10




FORM AGREEMENT




[To Be Placed on Oasis Petroleum Inc. Letterhead]




NOTICE OF GRANT OF RESTRICTED STOCK



     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 Agreement,
attached as Appendix B (the “Agreement”), you are hereby issued shares of Stock subject to
certain restrictions thereon and under the conditions set forth below, in the Agreement, and in the
Plan (the “Restricted Shares”). 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 Shares:

	 	                    
	 
	 	 
	Vesting Schedule:

	 	The restrictions on all of the Restricted Shares granted
pursuant to the Agreement will expire and the Restricted
Shares will become transferable, except to the extent
provided in Section 11 of the Agreement, and
nonforfeitable [INSERT VESTING SCHEDULE]; provided,
however, that such restrictions will expire on such
dates only if you remain in the employ of or a service
provider to the Company or its Subsidiaries continuously
from the Date of Grant through the applicable vesting
date.
	 
	 	 
	 

	 	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 Shares in the
event of your termination of employment (other than due
to death or Disability) or the occurrence of a Change in
Control at any time prior to the date the Restricted
Shares are vested in 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 Shares granted pursuant to this
Agreement shall immediately lapse, and the Restricted
Shares 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






 









 






                                        

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	 	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.






     By your signature and the signature of the Company’s representative below, you and the Company
hereby acknowledge receipt of the Restricted Shares issued on the Date of Grant indicated above,
which have been issued under the terms and conditions of 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 Shares 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 determination by the Company,
its affiliates, or any of their respective employees, directors, officers, attorneys or agents
(collectively, the “Company Parties”) of the Fair Market Value of the Stock on the Date of Grant,
(b) you are not relying upon any written or oral statement or representation of the Company Parties
regarding the tax effects associated with your execution of this Agreement and your receipt,
holding and vesting of the Restricted Shares, and (c) 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,
holding and exercise of the Restricted Shares.



     Furthermore, you understand and acknowledge that you should consult with your tax advisor
regarding the advisability of filing with the Internal Revenue Service an election under section
83(b) of the Code with respect to the Restricted Shares for which the restrictions have not lapsed.
This election must be filed no later than 30 days after Date of Grant set forth in this Notice of
Grant of Restricted Stock. This time period cannot be extended. You acknowledge (a) that you have
been advised to consult with a tax advisor regarding the tax consequences of the award of the
Restricted Shares and (b) that timely filing of a section 83(b) election is your sole



 









 





                                        

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responsibility, even if you request the Company or its representative to file such election on
your behalf.




     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 Shares, 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 Agreement





 









 





Appendix A




Oasis Petroleum Inc. 2010 Long Term Incentive Plan



 









 





Appendix B




Restricted Stock Agreement



 









 





SECTION 83(b) ELECTION



This statement is made under Section 83(b) of the Internal Revenue Code of 1986, as amended,
pursuant to Treasury Regulations Section 1.83-2.





	(1)	 	The taxpayer who performed the services is:
	 
	 	 	Name:                                                             


Address:                                                             

                                                                           


Social Security No.:                     
	 
	(2)	 	The property with respect to which the election is made is
                    
shares of the common stock (the “Shares”) of Oasis Petroleum Inc. (the “Company”).
	 
	(3)	 	The property was transferred on
                     ___, ___ (the “Date of Grant”).
	 
	(4)	 	The taxable year for which the election is made is the calendar year                     .
	 
	(5)	 	Pursuant to the terms of a Restricted Stock Award Agreement (the “Agreement”) between the
Company and the taxpayer, the Shares will not be transferable and will be subject to a
substantial risk of forfeiture as set forth in the Agreement. The restrictions on
all of the Shares will expire and the Shares will become transferable, except to the extent
provided in Section 11 of the Agreement, and nonforfeitable in substantially equal annual
installments (with approximately 1/3 of the total number of shares initially subject to the
Award in each installment) on each of the first, second and third anniversaries of the Date of
Grant, such that 100% of the Shares will be vested on the three year anniversary of the Date
of Grant; provided, however, that such restrictions will expire on such dates only if the
taxpayer remains in the employ of or a service provider to the Company or its subsidiaries
continuously from the Date of Grant through the applicable vesting date. All Shares for which
the restrictions have not terminated shall be forfeited upon the termination of the taxpayer’s
employment or service relationship with the Company or its subsidiaries.
	 
	(6)	 	The fair market value of such property at the time of transfer (determined without regard to
any restriction other than a restriction which by its terms will never lapse) is $                     per
share.
	 
	(7)	 	The amount paid for such property is $0.00 per share.
	 
	(8)	 	A copy of this statement was furnished to                     , for whom taxpayer rendered the services
underlying the transfer of such property.




 









 






	(9)	 	This statement is executed on                      ___, ___





	 	 	 

	 

	 	 
	Signature of Spouse (if any)

	 	Signature of Taxpayer





This election must be filed with the Internal Revenue Service Center with which the taxpayer
files his or her federal income tax returns and must be filed within 30 days after the Date of
Grant. This filing should be made by registered or certified mail, return receipt requested. The
taxpayer must retain two copies of the completed form for filing with his or her federal and state
tax returns for the current tax year and an additional copy for his or her records.





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