Exhibit






[Company Letterhead]


June [●], 2019




[NAME]
[ADDRESS]




Re: Retention Bonus
Dear [FIRST NAME]:
In recognition of your continuing role at EP Energy Corporation (the “Company”), the Compensation Committee of the Board of Directors of the Company has determined that you shall receive a retention bonus upon the terms and conditions set forth in this letter agreement (this “Agreement”). Please refer to Appendix A for certain defined terms used herein.


		
	1.
	Retention Bonus. You shall receive a retention bonus of $______ (the “Retention Bonus”), payable on July 5, 2019, subject to the terms and conditions of this Agreement. 


		
	2.
	Retention Period; Clawback. Subject to the terms and conditions of this Agreement, your right to retain the Retention Bonus will be subject to your continued employment through June 30, 2020 (the “Retention Period”). If you voluntarily terminate your employment with the Company without Good Reason (other than as a result of your death or Disability) or if your employment is terminated by the Company for Cause, prior to the end of the Retention Period, you hereby agree that you will re-pay to the Company the entire Retention Bonus, payable within 30 days following receipt of written notice from the Company. 


		
	3.
	Effect on Other Compensation. By acceptance of this Agreement, you agree that the Retention Bonus is in lieu of any annual cash incentive bonus that otherwise may be payable to you in respect of the 2019 calendar year, and you hereby waive any right to receive such bonus. You also understand and agree that by executing this Agreement any rights that you may have with respect to any severance payments as a result of a termination of your employment during the Retention Period shall be reduced, but not below zero, by an amount equal to the product of (i) your Retention Bonus and (ii) a fraction, the numerator of which is the number of days remaining in the Retention Period following the date of termination of your employment and the denominator of which is 365. To the extent any severance payments are made in installments, such reduction shall be applied to the last payment(s) of the applicable severance period.


		
	4.
	409A. The payments and benefits under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the 




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maximum extent permitted, this Agreement shall be interpreted to be exempt from Section 409A. Notwithstanding the foregoing, the Company makes no representation with respect to compliance with Section 409A and shall not be liable to you for any taxes or penalties under Section 409A. 
		
	5.
	Assignment. You may not assign your rights under this Agreement except upon your death. The Company may assign its obligations hereunder to any successor, including any acquirer of substantially all of the assets of the Company.


		
	6.
	Entire Agreement; Other Agreements. This Agreement sets forth the entire understanding of the Company and you regarding the subject matter hereof, and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written. Except provided in Section 3 hereof, this Agreement does not modify, amend or supersede any of the rights or obligations of either party under any the terms of any employment contract, offer letter or employment or compensation plan, policy or arrangement of the Company, including, without limitation, any noncompetition, nonsolicitation or other restrictive covenant under any employment or other agreement between you and the Company, which are hereby reaffirmed by you in consideration of your eligibility for the Retention Bonus. No modification or amendment of this Agreement shall be effective without a prior written agreement signed by you and the Company.


		
	7.
	Non-Solicitation.  You acknowledge that, in the course of employment with the Company, the Company will provide you with confidential information. You further acknowledge that the Company’s issuance of the Retention Bonus further aligns your interests with the long-term business interests of the Company, and that the restrictions set forth herein are reasonable in all respects and necessary to protect the Company’s legitimate business interests, including the protection of the confidential information and its goodwill.  You further acknowledge that your commitment to abide by the terms of this Section 7 is a material inducement for the Company to enter into this Agreement and issue the Retention Bonus hereunder. During the period of your employment and for one (1) year following your termination of employment with the Company, you shall not (i) solicit or encourage any customer or supplier of the Company to cease or lessen such customer’s or supplier’s business with the Company; or (ii) solicit or encourage any employee or contractor of the Company to terminate his, her or its employment or engagement with the Company.


		
	8.
	Governing Law; WAIVER OF JURY TRIAL. To the maximum extent permitted by law, this Agreement is governed by and to be construed in accordance with the laws of the State of Texas, without regard to conflicts of laws principles thereof. The parties to this Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of Texas or federal court sitting in Houston in any action or proceeding arising out of or relating to this Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in Texas or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. EACH OF THE PARTIES HERETO 




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HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
		
	9.
	Tax. Amounts payable under this Agreement shall be subject to withholding for all federal, state and local income and employment taxes as shall be required to be withheld pursuant to any applicable law or regulation.


		
	10.
	Waiver. Failure by either party to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.


		
	11.
	Severability. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


		
	12.
	Counterpart Originals. This Agreement may be executed in two or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement electronically (including portable document format (pdf.)) or by facsimile shall be as effective as delivery of a manually executed counterpart of this Agreement.


[Signature Page Follows]


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To accept this Agreement, please sign where indicated below, and return no later than June 21, 2019 to the Company’s Human Resources department.    
	
						
	 
	 
	 
	Sincerely
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	EP ENERGY CORPORATION

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:  [●]
	 
	 

	 
	 
	 
	Title: [●]
	 
	 

	 
	 
	 
	 
	 
	 

	ACCEPTED AND AGREED AS OF THE
	 
	 
	 
	 

	DATE FIRST SET FORTH BELOW:
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Signature:
	 
	 
	 
	 
	 

	Date:
	 
	 
	 
	 
	 














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APPENDIX A


Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:


“Cause” shall have the meaning given to such term in any employment agreement then in effect between you and the Company or, if no agreement containing a definition of “Cause” is then in effect, shall mean (i) your failure to substantially perform your duties to the Company’s satisfaction (other than a failure resulting from your incapacity due to physical or mental illness) which has not been cured to the Company’s satisfaction; (ii) your willful engagement in conduct which is injurious to the Company or any of its affiliates, monetarily or otherwise; (iii) your conviction of, or pleading guilty or nolo contendere to, any felony, or a misdemeanor involving moral turpitude; or (iv) your willful engagement in conduct in violation of the Company’s policies or Code of Conduct.


“Disability” shall mean your entitlement to long-term disability benefits pursuant to the long-term disability plan maintained by the Company or in which the Company’s employees participate.


“Good Reason” shall have the meaning given to such term in any employment agreement then in effect between you and the Company or, if no agreement containing a definition of “Good Reason” is then in effect, shall mean the occurrence of any of the following without your consent: (i) a material diminution in your base salary or base wage rate as in effect on the date of this Agreement or (ii) the relocation of the geographic location of your principal place of employment by more than 50 miles from the location of your principal place of employment on the date of this Agreement; provided, that any assertion by you of a termination for Good Reason shall not be effective unless you provide written notice to the Company of the condition that purports to constitute Good Reason within 30 days of the initial existence of such condition and the condition specified in such notice must remain uncorrected for 30 days following the Company’s receipt of such written notice, and your employment must terminate within 60 days after the initial existence of the condition specified in such notice.






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